


The Institute Saga IV

by TheBeardedOne



Series: The Institute Saga [6]
Category: DC Extended Universe, Marvel (Comics)
Language: English
Status: Completed
Published: 2020-11-22
Updated: 2020-11-22
Packaged: 2021-03-10 02:41:18
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 25
Words: 53,343
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27666259
Author URL: https://archiveofourown.org/users/TheBeardedOne/pseuds/TheBeardedOne
Summary: A new team, a new mission and new threats awaiting. The future of Earth hangs in the balance and the Last Son of Krypton cannot save it alone, but must rely on his allies, old and new.
Series: The Institute Saga [6]
Series URL: https://archiveofourown.org/series/2022046





	1. What Has Gone Before

**(Part One)**

The sole survivor of an ancient race, Kal-El, son of the scientist Jor-El and his wife Lara Lor-Van, was sent to Earth as an infant mere moments before Krypton was destroyed. Discovered by Jonathon and Martha Kent, the newly-renamed Clark Kent was raised as a human by his new, loving parents.

After his father's death, Clark took his heritage and traveled to the Arctic where he activated the Fortress of Solitude and spent four years learning about his now-extinct race before returning to his mother's side.

Approached by Charles Xavier, Clark and his mother accepted places at the Xavier Institute for the Gifted, Clark as a tutor/mentor while his mother, by unanimous acclaim, became the goddess of the kitchen. Clark moved the Fortress, concealing it underneath the manor and using the technology in it to create defenses that were effectively unbreakable, giving the inhabitants the knowledge that they were truly safe.

Joining the staff of the mansion, Ororo Munroe (Storm), Logan (Wolverine) and Professor Xavier himself, Clark soon befriended the two students already there, Scott Summers (Cyclops) and Jean Grey. More students soon came to the mansion to join them, the teleporter Kurt Wagner (Nightcrawler), Katherine Pryde (Shadowcat), Anna Kent (Rogue) and Ororo's nephew Evan Daniels (Spyke). At Logan's request, Clark helped to recover and heal Logan's old friend Steve Rogers (Captain America), who had spent several decades in cryogenic stasis.

Xavier's enemies were not idle during this time. While gathering powerful mutants to become his Acolytes, Magneto sent one of his lieutenants, the shape-changing Mystique, to gather younger mutants to counter Xavier's students. The four recruited mutants, Lance Alvers (Avalanche), Todd Polanski (Toad), Fred Dukes (Blob) and Magneto's son Pietro Maximoff (Quicksilver) became known as the Brotherhood. Although they faced off against Xavier's students several times, they soon settled into an uneasy truce until the day that Pietro betrayed Mystique at his father's orders, attempting to kill Superman as he did so.

Rescued from imminent interrogation and torture, Mystique officially (albeit temporarily) allied herself with Xavier's forces, reuniting first with her son, Kurt, then her one-time adopted daughter, Rogue. Her defection allowed Xavier to discover Magneto's plans and, with the aid of the Avengers, move to counter them.

Magneto's flawed plan to transform the population of Earth into Mutants using a Kryptonite-enhanced energy wave came within seconds of wiping out Humanity, but a new factor was introduced. Xavier's half-brother, Cain Marko (Juggernaut) was flung into battle by Superman and promptly seized the keystone of Magneto's plan, the Gem of Cyttorak, the very item that had empowered Juggernaut years previously. The resulting explosions destroyed Magneto's plan, but he managed to escape with many of his followers.

With the threat negated, the Avengers and the X-men returned to their own lives. The three remaining members of the Brotherhood (since Pietro had fled with his father) returned to Bayville in a stolen plane where they were met by Mystique, who decided to continue leading them, this time in a stance of neutrality.

Superman chose to use the respite (as brief as it may be) to go back to what was once his homeworld to see if there was anything left that he could claim as his birthright.

Juggernaut, freed from the induced rage of the Demon Cyttorak but still possessing its power, returned to Earth.

.

**(Part Two)**

Using the lack of obvious threats to perform a mission of his own, Superman traveled to the ruins of Krypton where, as well as multiple pieces of salvageable technology, he also discovered nine surviving Kryptonians on Krypton's sister-planet Argos, held in stasis. Bringing them back to Earth, Clark met with the new students recruited by Xavier before encountering Squirrel Girl. Shaken by the experience, Superman brought his cousin Kara Zor-El out of Stasis. Soon after, the newly-named Supergirl aided Captain America in attempting to stop a plot by Magneto. Although they were less than successful, they worked together well enough that Kara afterwards accepted the offer of membership into the Avengers.

During a mission conducted at the same time, the other Avengers discovered that a female clone of Wolverine had been created. Programmed to be an assassin, the mutant known only as X-23 was handed over to Xavier and placed in a modified training room while Xavier and Jean Grey worked to undo the mental damage wrought upon her.

The tattered cloak of secrecy surrounding the existence of mutants was torn asunder when the anti-mutant and anti-alien group calling themselves the Friends of Humanity unleashed a weapon that they had been building in secret, the hunter-killer Sentinel robots. The first public outing of the Sentinels was in response to a crisis that the FoH themselves had created but the outcome they desired was prevented by the actions of the X-men, rescuing the mutant that the FoH had kidnapped and forced to go on a rampage. Soon after, over a hundred Sentinels were sent to wipe out the mutant-friendly nation of Genosha. The Genoshans, led by Juggernaut, fought back, aided by the X-Men. Unbeknownst to them, a second wave was destroyed by Magneto and his newest Acolyte, a less-than-perfect clone of Superman called Bizarro while the other two groups which descended on Bayville were taken out by Squirrel Girl. Soon after, the non-human nocturnal sentients called the Gargoyles sought an alliance with the X-Men and the mutant group calling themselves the Morlocks accepted an offer of refuge in the aptly-named undersea dome Sanctuary.

In an attempt at getting revenge, the anti-mutant Senator Kelly leaked Superman's true identity to the public. This backfired when several of the mutants at the Xavier Institute also chose to go public, gaining popularity due to their links to Superman. The plans of the Friends Of Humanity took another hit when Magneto and his Acolytes located and seized their main Sentinel factory, reprogramming the giant robots for a new mission, an assault on the White House.

Timing the attack for when the Avengers were dealing with a problem in Asgard, Magneto led his new metal soldiers and the clone of Superman named Bizarro in an attempt to seize the President. Despite Bizarro fighting Superman, the Sentinels found themselves outmatched by the X-Men and the other mutants who had rallied to their call and were destroyed. Magneto himself was almost killed in an explosion, but was rescued by his son, Quicksilver.

However, the attack was not Magneto's only plan, just the only one that had failed. His Acolytes managed to seize the lab belonging to the mutant scientist Mr Sinister and also managed to kidnap Susan Storm, delivering her to Latveria. The Brotherhood promptly teamed up with the Fantastic Four to rescue her, with several members of the X-Men and their allies aiding them in launching their assault and retrieving the Invisible Woman. Upon returning to the Institute in triumph, Clark proposed to Mystique.

Magneto and Doom, however, were far from defeated…

.

**(Part Three)**

With the newest threats apparently suppressed, the Institute started to return to normal, only for things to be shaken up when an alternate version of Superman appeared from a different reality. After managing to help him return to his home (which necessitated building an inter-reality Gate), the X-Men managed to revive four of the remaining six Kryptonians that had been rescued from Argo. Soon after, Superman and Mystique prepared to get married in a ceremony shared with Reed Richards and Susan Storm. However, once again events proved a hindrance.

Partway through the ceremony, a starship commanded by General Zod and carrying over fifty of his men appeared in orbit. Only a show of strength and the offer to let them transform Venus into a new homeworld for the Kryptonian refugees dissuaded the newcomers from trying to seize control of Earth. With the crisis averted, Superman and Mystique finally got married and went on their honeymoon.

Magneto had not been idle and took the offensive using Galatea, a clone grown from Kara's QNA, to try and kill General Stryker, a military man known to believe that mutants were a threat. Soon after, Magneto reacted to the news that a Cure for mutation had been found by gathering a veritable army of mutants and striking at the source of the Cure. His assault came within moments of succeeding, but the timely arrival of the X-Men proved to be the tipping point. However, during the battle, Angel was struck down from the skies by Galatea. The clone was in turn struck down by an enraged Ororo Munroe who used a lightning bolt of unprecedented power to avenge her winged friend.

Just prior to these events, Superman had left Earth at the behest of the son of Odin, leading a group of the most powerful heroes on Earth against the Mad Titan Thanos, who was in the process of collecting the Infinity Gems, metaphysical constructs that would grant him infinite power when used in conjunction with a special gauntlet. As Thanos placed the last of the Gems into the Gauntlet, the heroes attacked with Squirrel Girl being the one to bring down the would-be Deity.

Both events were nothing more than diversions, however, hiding the true threat, the re-awakened ancient mutant known as Apocalypse. Moving in secret, the immortal being assembled a force of his own, using mind-controlled mutants, magical golems and subverted Sentinels to prepare for his planned assault. By his side stood the enigmatic Mr. Sinister while the four beings known as his Horsemen were ready to obey his every command. Controlled by technology taken from the Eternals, Magneto, the renamed Archangel, Galatea and the shapeshifter once named Morph and now called Apophis were extensions of Apocalypse's will. His forces were bolstered by those of Hydra, led by the Red Skull, his service ensured by the mental commands placed by Mr. Sinister decades prior.

Seeking to seize ultimate power on Earth, Apocalypse struck first at SHIELD, taking the three powerful Helicarriers that had just finished construction. Even as he rode his new flagship into the skies, the heroes mustered their forces and struck back with Superman taking on Apocalypse in single combat, only to fall before his might.  
Before Apocalypse could strike down the Man Of Steel, though, a new force entered the battle. General Zod and his two lieutenants came to the aid of Earth and defeated Apocalypse, imprisoning him within a stasis field. Without the ancient tyrant to lead them, Apocalypse's forces fell apart and were defeated, his Horsemen freed from his control.

Of the Four, Archangel chose to remain with the Gargoyles until he was sure he had healed. Magneto was rescued by Quicksilver and taken into hiding while Galatea awoke to find herself being offered a job with the Guardians of Genosha, a position that she accepted. Morph returned to the Xavier Institute where with the aid of Xavier and Sage, he began to heal from that which had been inflicted upon him.

Knowing that SHIELD had been compromised, Nick Fury called for help from his other-reality allies in weeding out the traitors while simultaneously overseeing the relocation of SHIELD itself into a new building created by the New Kryptonians. Although temporarily unable to counter the rising tensions once more, Fury was able to direct Generation-X and The Brotherhood into recapturing a former SHIELD base that the newly-founded Church of Humanity had seized, a base which was promptly sold to Xavier for use by Generation-X and the other students of the Xavier Institute.

And so with the threat of Apocalypse ended, the heroes returned to their lives.

However, they were unaware that a threat from the days of Krypton was closing in on them…

.

.

 **monitoring program gaq59818ktm report indicates energy emissions similar to those of the krytonian embassy t-space power cores.  
** **analyzing** **.  
** **possibility exists that readings are result of technology carried on vessel sent from krypton just prior to cessation of planetary existence.  
analysis of records indicates high likelihood of craft containing single survivor of krypton.  
cross-referencing with population database…  
highest probability craft occupant is kal-el, son of jor-el.  
** **conclusion – krypton is not completely recorded. action must be instigated to correct flaw.  
** **alert – core programming forbids active termination of kryptonian citizens…  
** **calculating solution…  
** **monitoring program gkm68349zyh report indicates existence of planetary datanet.  
** **analyzing** **.  
** **planetary datanet protocols analyzed and integrated.  
scanning datanet search parameter kal-el  
** **records found – 16928549  
** **sorting via popularity – scanning record kal-el on datasite wikipedia**  
**scanning…  
** **scanning…**


	2. New Team

"…not fair!" The Joker screamed as he found himself surrounded by not one but _three_ Supermen. "No! No! NO!"

"You should give up now." Batman smirked as he appeared beside the black-and-silver-clad Superman. "You can't win."

"You know," Joker mused as he took a thoughtful pose, "If black-and-silver there can borrow alternates of himself to team up with, why can't _I_ do the same?"

"The Joker in my universe met Mr Black and was paralyzed from the waist down." The Superman on Joker's left stated. "I heard that he later tried to make a joy-buzzer and accidentally turned his wheelchair into an _electric_ chair."

"He did." A second Batman confirmed as he stepped up, briefly glancing at his armoured counterpart.

"You don't exist where I come from." The third Superman stated and Joker sagged.

"I don't? Really? Oh, this is _so_ depressing. Alright, batsies, send me back to jolly old Arkham."

"Actually, we borrowed a concept from Superman… the unaligned one." The first Batman added as Joker gave a meaningful glance at all three Supermen. "A week ago we took delivery of a number of stasis pods for use with dangerous criminals, holding them outside time until a way to remove the danger they present can be created."

"Stasis?" Joker repeated, then his eyes widened in horror. "No! You can't _do_ that!"

"You'll be held in a pocket of null-time." The armoured Batman said with a grim smirk. "For you, no time at all will pass, no matter how long you are in there for. You won't lose a single second from your lifespan. But the world will continue without you."

Joker's already pale face somehow turned even whiter as the two blue-clad Supermen took his unresisting arms. The black-clad Superman vanished in a blur, then reappeared with an angled cylinder which opened in readiness.

"NoooooOOOOOOOO _hey, a quarter_ OOOOOOOOOOOOOOOOOOOOO!"

Joker's howl was suddenly silenced as the transparent door slammed shut and the pod activated, freezing him motionless.

"Thank you." The armoured Batman stated.

"I only wish that I had access to this technology prior to contact." The other Batman agreed. "The favor has been repaid."

"It has." The first Batman nodded, then they both stepped back and seemed to fade into the night, leaving the three Kryptonians surrounding the pod.

"So, what do you say about storing this clown somewhere safe, then… a meal?"

"Your mother's meals are outstanding." The black-suited Superman agreed. "Deal. Let's get this done."

"And then we can continue discussing just how we are supposed to differentiate between ourselves without risking the secret identities of those of us who still have them." The third one agreed.

"Dome numbers?"

The other two Supermen paused, then the second one shook his head. "No, that would have me as zero or central."

"Alpha?"

.

"Hey, Clark."

"Hey, Logan."/"Hello."/"Hi."

"You know, we _really_ need a way to tell the three of you apart." Logan groused from where he was sitting, reading a paper.

"Kal suggested dome numbers based on the moonbase." Clark said and Logan nodded slowly.

"Makes sense. And since we're in our reality, you wouldn't need the number here whereas in Kal's reality, he wouldn't need his number but you'd be… Clark-zero?"

"Clark-Alpha." The third Superman said with a smile. "After all, we all rely on _your_ reality to cross-link through."

" _Thank_ you, Kal-seven."

"I second the motion."

" _Thanks_ , Kal forty-nine."

The duo snickered at the annoyed expression on Clark's face, then the newly-designated Kal-49 smirked. "I think that a small numerical display on our belt-buckles, one that activates whenever we're out of our home realities, would work. Small enough that it doesn't attract attention, but visible if you know where to look."

"Seconded." Kal-7 said instantly. "I'll have the Justice League uniforms modified when I get back. I think a holographic overlay would work best."

"I'll do the same." Kal-49 agreed and Clark sighed.

"I'll have my allies outfits upgraded to show an _alpha_ when not in this reality."

"Good thing that _we_ 're the ones making the decision." Kal-7 laughed. "Imagine how long it would take if it had been decided in a full committee."

"I don't think even our Kryptonian lifespans would have allowed us to live long enough to see what decision was reached." Kal-49 laughed, then he sobered. "Clark…"

"Yes, Clark?"

"Are you ever going to start up your own team?"

Clark shook his head. "I don't have any plans to…"

"Ah, Clark." A new voice said as Charles Xavier entered the room, followed by a dark-haired man. "Just the person I was looking for."

"Well, we'll be heading back." Kal-7 said. "I'll have to thank your mom again on the way out, maybe have her meet my mom?"

"Oh Rao." Kal-49 said reverently, his gaze unfocused. " _Two_ supreme chefs? Will the multiverse cope?"

Clark shook his head in resigned but amused annoyance as his alternates departed, then he turned his attention back to Xavier.

"I don't know if you two have officially met before, but Clark, meet Kevin Sydney, once known as Morph, a code-name that he has since reclaimed. Kevin, this is…"

"Clark Kent, Superman." Kevin finished, offering his hand. "Pleased to meet you, sir."

"The pleasure is mine, and I'm glad to see that you're recovering well." Clark replied, accepting the handshake.

"Since the Apocalypse incident, I've been communicating with other heroes around the world…" Charles began before pausing as Clark facepalmed.

"Sir… did you just create a superteam for me to lead?"

"Damn, I know you said that he was _fast_ …" Kevin whispered in awe and Superman glared briefly at him before returning his attention to the professor.

"So, what have you done?"

"Actually, they're assembling now." Charles said calmly. "Trust me, please."

Clark sighed. "Dammit."

.

"…so, Professor Xavier offered you membership of the team as well?" Asked the lithe man clad in a black bodysuit styled to resemble a stylized cat.

"No. My father sent me." The black-haired teenager replied. "I am under strict orders not to engage in any activities that would bring damage to the team and to obey Superman's orders. After all, Clark Kent _is_ one of my gene-parents."

"Now _that_ is a story that I want to hear at some point." A well-muscled black man said as he approached. "Isaiah Bradley, but in the field you can call me Patriot."

"Connor von Doom, Guardsman." The teen replied with a slight bow. "I have heard about you, sir. May I assume that the medical treatment worked?"

"It did." Isaiah smirked. "Not only on me, the other four survivors of the experiments were located and got their brains fixed too. Two of them are now in the FMC, Tuskagee and Trooper, the third joined the Solar Defense Fleet and the fourth is… just wandering."

"I think I met him once." A new voice said and the owner of the voice stepped up, her oriental clothing somehow accentuating her Arabic heritage.

"Sedara Bakut, Gatekeeper." She smiled. "I can create portals to cross any distance, or use the same energy as offensive blasts. And this is Lady Briton."

"Betsy Braddock. Telepath." The red, white and blue-wearing woman smiled. "Captain Britain is my older brother."

"So, we have the heavy hitters, the ranged attacker and the telepath." Isaiah nodded. "I'm _liking_ this team."

"Then you'll like it even more when I introduce you to your new leader." Charles said as he floated in through the door. "Ladies, Gentlemen, say hello to…"

"Clark!" T'Challa half-shouted in greeting as he bounded over to clap the new arrival on his shoulder. "It has been a while, my friend."

"You've… met?" Charles asked and T'Challa nodded.

"I asked for his aid in a mission against those seeking to depose me and install a new ruler. I knew where the proof was, but I needed help in securing it. Clark agreed to aid me."

"You never mentioned that." Charles said, the amusement obvious in his voice.

"I… I didn't think it was my story to tell." Clark said with an embarrassed shrug.

"Hah!" T'Challa laughed. "Then I offer not only my own skills and abilities to this team, but those of my land as well, my friend."

"Thanks?" Clark managed to say, causing T'Challa to burst out laughing again before dragging the Kryptonian to where the others were watching.

"So, my friend, let me introduce our new allies! Meet Guardsman, Patriot, Gatekeeper and Lady Briton."

"And this is Morph." Clark said, waving for Kevin to join them. "He has a very wide range of powers."

Kevin gave a wry smile.

.

.

" _King T'Challa?"_

"Yes, father." Connor replied. "He seems to be an honorable man."

" _That would be because he is."_ Doom replied soberly. _"He is one of the few leaders whom I can truly trust to keep his word, both in letter and in spirit. You can rely on him, my son."_

"Thank you, father." Connor said with a slight bow.

" _As for the others… if they are chosen to work alongside Clark Kent, they must in their own ways be great."_ Doom mused. _"I chose wisely when I sent you to Xavier."_

"I thought you always chose wisely, father." Connor said and Doom glared at him.

" _I have made many mistakes, many errors and many misjudgments in my past."_ He ground out. _"The reason I am great is that I have acknowledged those errors and_ learned _from them. Do not believe that any person is always right, all make mistakes. What matters is how one acts to correct them."_

"I… understand, father." Connor said, slightly taken aback.

" _Excellent. I am certain that you have much to do as a member of the Protectors as I have with the project your sister is undertaking for me, so I leave you with my blessings. For Latveria!"_

"For Latveria… and for the world." Connor replied, earning a nod of approval before the screen went blank. For a long moment, he simply sat staring at the screen, then he rose from the chair and walked to the window.

The view outside was incredible, the stars shining brightly without any atmosphere to distort their light. Below the starscape was the lunar horizon and over a dozen of the domes intended to connect to the myriad realities that they would eventually contact.

A chime sounded and Connor half-turned.

"Enter."

The door to his suite opened and Patriot stepped in, looking round.

"Guardsman, or may I call you Connor."

"We are off-duty, so Connor is fine."

"Then I am Isaiah." The dark-skinned man replied, strolling over to join him in looking out of the window. "You know, I never really expected to be here, on the moon. Heck, I never thought I'd become a proper hero but here I am, one of the Protectors."

Connor remained silent, allowing the veteran to carry the conversation.

"I heard that you're a half-Kryptonian." Isaiah commented. "What does that mean for your powers?"

"I'm stronger and faster than normal humans, although not up to Kryptonian standards." Connor admitted. "I can't fly, nor can I use heat-vision or x-ray sight."

"We'll have to spar some time." Patriot shrugged. "Anyway, Clark's mom is cooking us a team meal, so you may want to get into your uniform as it'll be semi-formal. Afterwards, we'll be testing our equipment and Clark'll probably upgrade some of our stuff. He said something about a crystal shield, but I'm kinda attached to this one. It's the one Captain America used in his propaganda films before he traded it in for the circular one he uses now. You can even see the dent where the Red Skull punched it."

Connor glanced at the shield slung on Patriot's back with new-found respect.

.

"Guardsman." Black Panther stated and Connor froze in the doorway.

"Did… I _do_ something wrong?"

"Nah, he's usually like that." Patriot shrugged. "He only opens up around his closest friends. Cap, Superman, a couple of others. He'll warm up to you. Morph!"

The red-headed woman turned and smiled before rippling and shifting into a brown-haired man.

"Checking out your stored forms again?" Patriot asked, then he pulled his glove off and stuck his hand out. "Here, try me."

Morph took Isiah's hand, then rippled into a less-muscular version of him. "Odd… your power isn't natural."

"I'm not a mutant and I don't have that metagene thing." Isaiah shrugged as Morph shifted again. "Serum-boost."

"Ah, like Captain America." Morph realized. "When I tried to copy him, I ended up a foot shorter than him and skinnier than a supermodel. That serum _really_ makes a difference."

"Metagene?" Connor asked curiously. "I don't think I've heard of that before…"

"It's a tiny quirk in human DNA that allows the person who has it to manifest powers in certain high-stress situations, especially those with an environmental aspect such as lightning, radiation, chemicals and so on." Clark explained as he walked over, nodding to T'Challa. "Almost all humans who have powers are either mutants or have the metagene. In fact, there is some evidence that the X-gene is an evolution of the metagene that _doesn't_ require external input to activate, but the overall effect is usually somewhat less except when triggered in extremely high-stress environments."

"How many people _have_ this metagene?" Connor asked and Clark shrugged.

"Less than a tenth of a percent, if that." He replied. "Since most of them won't be exposed to the circumstances that could trigger their powers, the number of powered individuals will probably remain fairly low, proportionally speaking."

"Enough business talk." A new voice interrupted and Connor looked round to see Martha Kent standing in the doorway. "Come on, it's time for your first team lunch."

"Come on, people." Clark instantly said with a wide grin. "Let's not keep my mom waiting."


	3. Protectors

"We've already dealt with most of the outstanding issues, so now we need to discuss icons." Superman said as he looked at his team, most of whom were slumped in satisfied pleasure, a legacy of his mother's cooking. "Some of us don't have icons. I have my _S in a diamond_ and Patriot has his shield, but…"

"I will use the symbol of Latveria." Connor said firmly.

"Union flag for me." Betsy chimed in.

"I will use the newer flag of my country." T'Challa stated.

"I… have no idea." Sedara admitted. "The kanji for Gate perhaps? In honor of my adoptive parents?"

"I'll have Xavier's symbol." Kevin sighed, rubbing at his stomach with a contented sigh. "He led me in the X-Force and he saved me from Apocalypse."

"If I may," Connor said tentatively, "May I suggest that we use a map of the world as our team logo, maybe with the team name over it?"

Clark blinked, then pulled a small device out of his pocket, activating its solid-hologram function. For a long moment, his fingers flew over the interface area, then an [image](https://www.deviantart.com/honorablebaldy/art/Protectors-Iconic-504081286) formed in the middle of the room, turning so that everyone could see it.

"Something like this?"

The assembled team stared at the image for a long moment, then several nodded.

"Looks good." Isaiah finally said.

"And something like this for the individual variants?" Clark asked as the image split into eight, with each new image changing slightly to incorporate the hero's insignia. The original image itself remained unchanged, but the [hero's icons](https://www.deviantart.com/honorablebaldy/art/Superman-s-Team-503938852) appeared around it.

"I _like_ them!" Sedara chirped with a wide grin and most of the others made noises of agreement.

"And our mission, sir?" Patriot asked.

"Primarily planetary and above." Superman said firmly. "There are other teams who are dealing with local problems, such as Generation-X, the Henshin Rangers and the New Warriors... even if they _do_ need more training. The Avengers and the X-Men can deal with larger problems, we are here for anything that is likely to affect the whole world or more. If we had been together at the time, _we_ would have led the charge against Thanos."

"So we need to learn to command." Connor said. "To lead disparate elements into battle as part of an overarching structure."

Everyone stared at the teen in surprise and he raised a sardonic eyebrow. "You _do_ remember who my father is? He raised me to be the best I could be. Nothing less would do for the future ruler of Latveria."

"Kid has a point, though." Morph agreed. "We do need more experience."

"Which is why I have contacted the other teams." Clark agreed. "If you agree, then all of you will temporarily serve alongside the teams in the field, working with their leaders so that you can see for yourself how they operate. This will also help you to learn more about all of the other heroes."

"I heard that New Krypton has its own team now." Betsy interjected and Clark nodded with a wry smile.

"Yes. They call themselves the [Companions of Rao](https://www.deviantart.com/honorablebaldy/art/Companions-Of-Rao-597172677) and are led by Taurus, formerly the chief of security of New Olympus. All three nations contributed to it and there are nine Champions, reflecting the original nine who fought for Rao in Kryptonian mythology. There are three Kryptonians, three New Olympians and three humans, a mutant, a meta and a tech-user, and they often split into three mixed teams."

"Nine is a good number for that." Connor agreed. "Will we work with them as well?"

"Of course." Clark confirmed. "In fact…"

Clark tapped at the device and the icons vanished, being replaced by a schematic of what appeared to be the solar system, but one with almost twice as many planets.

"Our solar system." Clark said and several of the others gave him odd looks.

"Clark, as much as I would like to believe you…" Patriot began, only to be interrupted by Connor.

"Interesting. You have the Yggdrasil dimensions."

"The what?" Several people asked and Connor looked at Clark, who nodded and explained.

"The Yggdrasil dimensions. They aren't alternate dimensions like the Justice League realities, but they aren't completely in our space either, although the Sun shines there as well as here. They exist somewhere between the physical and metaphysical realms. Asgard, Vanaheim, Nidavellir, Alfheim, Jotunheim, Svartalfheim, Helheim and Muspelheim."

As Clark listed them, tags appeared connected to each of the extra planets.

"Hel is unusual in that its frequency of existence means that the souls of the deceased often end up there and it resides between the other worlds and world of Muspelheim, home-world of the race known as Demons, and also close to the realm known to us as Heaven. Heaven is not a world, but more of a hyper-dimensional meta-plain… we don't really have the words to describe it. Svartalfheim is a dead world, once home to the Dark Elves, although we can't rule out their return after after the Thanos Incident."

"That's gonna throw the astrophysicists into a panic, once they find out about these new worlds." Sedara muttered, caused several people to quickly stifle their chuckles.

"The orbits are difficult to show properly due to the dimensional variances, but every five millenia… give or take a century, the worlds align in what is known as the Convergence. One happened very recently, while we were dealing with Thanos, in fact. Apparently the previous time it happened, the Dark Elves almost destroyed all life on the other planets in their attempt to dim the sun to something they found more comfortable."

"Then what the hell happened _this_ time?" Patriot demanded and Clark shook his head.

"Nothing. The Dark Elves were conquered by Thanos for use in his army and we took them down. Anyway, although our primary duty is to protect Earth, our remit extends to the other planets. I have already arranged with General Zod that we will be allowed to operate on New Krypton and I am heading to Asgard the day after tomorrow to seek permission from Odin to do the same in the realms that he commands."

"How long before our team gets members from them as well?" Betsy joked.

.

.

"How do I look?" Sedara asked, spreading her arms and spinning round so that everyone could see her new outfit. Her hair was pulled into a ponytail while her upper face was half-obscured by a semi-transparent visor with metal highlights that gave the impression of a serene expression, giving her a reserved, sober appearance.

Her outfit consisted of a skintight dark red bodysuit over which she wore a blue knee-length kimono with elbow-length sleeves and which was held closed by a red sash. Blue shoes protected her feet and embossed in red on the back of her kimono was the kanji for gate, stretching from her shoulder-blades down to just above her belt.

"Nice." Morph grinned, then he glanced at Betsy, who was watching with a grin. "You've changed as well."

"Just my colors." Betsy admitted, looking down at her outfit. "I darkened them a bit so that I wouldn't clash with Clark's colors."

"I talked to my father and he agreed to my decision." Connor said as he entered the briefing hall. "He approved my uniform change."

Everyone turned and stared at Connor's new look. Although the black under-suit was the same, the tunic he wore was no longer green, but was a deep red.

"Joining the fashion parade?" Betsy snarked, causing Morph to bite his own fist in an attempt to not laugh. Connor simply shook his head with a resigned expression.

"I decided to make this change for several reasons." He stated.

"Including the fact that technically, he is also _my_ son." Clark supplied, causing everyone other than Connor and Isaiah to stare at him in shock. "What, you didn't see how we resemble each other?"

"Honor-father, stop teasing them." Connor said firmly. "My father, Victor von Doom, sought the greatest being on the planet to be my second parent, both to let me eventually surpass him and to avoid the genetic degradation that pure cloning causes. My true-father realized that Clark Kent was one of the very few on this world who could equal or even surpass him, under the right circumstances, therefore my true-father acquired my honor-father's QNA and integrated it with a sample of his own to create me, for which I am grateful."

"That's… _weird_." Betsy finally said. "So, you wearing the _S_ as well?"

"Clark offered, but I declined." Connor shrugged. "I respect Clark, but I exist by the choice of my true-father and so _his_ symbol is the one that I wear."

"A choice that I understand and respect." Clark said with a proud nod. "Of course, Connor hasn't met his brother yet."

Connor blinked, then smiled. "I look forwards to meeting Chris. My father had considered calling me Superboy, but the name had already been taken."

For a moment, everyone stared at Connor, then his lips quirked with a slight smile.

"Did… you just _prank_ us with that last bit?" Morph gasped, then he grinned widely. "Oh, I _like_ you!"

.

.

"…and here is Camp X." Clark said as he led his team out of the bunker holding the Door connecting the re-purposed base to the Xavier Institute. "We acquired it from SHIELD and it is where Captain America trained before he actually _became_ Captain America. We now use it to house most of the students of the Xavier Institute, they like it as it gives them twice as much bedroom space as they had in the mansion."

"What happens if it rains or there's a cold snap?" Betsy asked curiously.

"Special projectors line the main paths." Clark said. "If it rains, they create rain-free routes. If it's cold, they create virtual corridors of warm air. While this is an open-air base, we refuse to let the weather get in the way of learning."

"Nice." Connor nodded as a group of kids ran past. "I assume this place is secure?"

"The same defenses as the mansion." Clark supplied.

"…and this is part of the Institute too." A voice said from behind them. Connor and Clark both turned and found themselves staring at Spider-Man… and Spider-Man.

"Peter?" Clark asked and the red-on-blue Spider-Man waved while the shorter red-on-black Spider-Man was still looking round. "You have a… _mini-me_?"

"Huh?" Peter asked as he pulled off his mask. "Oh, meet the newest member of the New York Guardians, currently known as Spider-Boy and my sidekick. He wanted to go by Anansi, but apparently there's already a hero of that name active in the League reality, plus it sounds too much like _nancy_ , and you can imaging the taunts _that_ would cause."

"Pleased to meet you." Clark said with a smile. "I see you've already been outfitted by Forge."

"New costume and web-shooters." Spider-Boy said. "Still need to learn how to use them, though…"

"He's got a knockout skill, but his spider-sense is weaker than mine." Peter said with a smile and a shrug. "Still, it's good to have a sidekick."

"Hey!" Spider-Boy protested, then he looked round. "This place secure?"

"It's as secure as Kryptonian tech can make it, so it's safe to reveal your true face." Peter confirmed and the younger teen pulled off his mask.

"You can call me Miles." The dark-skinned youth smiled. "It's cool to meet you, Pete's told me loads of stories about you."

"And if you visit, I'm sure you'll hear plenty of stories about Peter." Clark smiled, causing the older teen to glare at him in amused annoyance.

"Anyway, I'm taking him to the assault course to do a couple of runs without touching the ground." Peter supplied. "After that, it's back to HQ, then college for Miles."

"Man, can't I just ditch this day?" Miles grumbled as he followed Peter towards the training area.

"Hey, I was a full superhero and still graduated with honors." Peter shot back.

"That was… different." Isaiah finally managed.

"You get used to it." Clark chuckled. "Now, moving on…"


	4. Activation

"Morning dad! Hi, mum!" Chris chirped as he bounced into the kitchen. Pausing to switch the television to one of the news channels, he started to rummage around the cereal cupboard as Lara followed him in.

"Clark. Raven." She said as she speared an apple on one of her claws, pulling it out of the fruit bowl and taking a bite. "Heard you were having new team, Clark. Why Raven not on?"

_-"…New Krypton has announced that the one-hundredth new Kryptonian baby was decanted from its artificial womb yesterday, effectively tripling the Kryptonian population of the solar system. The adoptive parents have stated that they are delighted…"-_

"I'm a reserve member." Mystique explained, picking up her empty plate and placing it in the dishwasher. "But with Morph on the team, my skill-set is somewhat redundant, not to mention rather under-powered compared to his, so for now I'm staying as leader and… _heh_ … den-mother of the Brotherhood."

_-"…the floods affecting southern Japan are finally receding and the Henshin Rangers have been congratulated for their aid in the rescue efforts…"-_

"Ah, had wondered." Lara said as Chris placed a bowl of cereal on the table and started to eat. Taking another bite, she sat down beside Chris and glanced at the television.

_-"…Bishop Simon Theophilous of the Church of Humanity yesterday delivered a speech on the perils of uncontrolled enhanciles and the threat that they pose to humanity…"-_

Lara snorted in disgust at the image of the man on the screen, then returned her attention to the apple, finishing it off with a dozen neat bites, then expertly throwing the core into the rubbish bin.

"Am getting ready for school." She said as she rose from her chair. "Not want be almost late… _again_."

"That wasn't my fault!" Chris protested. "I didn't _intend_ for my super-speed to activate and send us to Genosha before I could stop… at least Blink was kind enough to teleport… us… back...?"

Chris tailed off as he saw his parents staring at him.

"Aheheheh… havefunatworkgottagotoschoolbye!" He blurted as he grabbed Lara and the duo vanished in a blur of movement. Clark stared at the empty door for another few seconds, then he turned to look at Raven.

"I'll call Marko later and get the story from him." She laughed. "So, you ready for your day?"

Clark nodded as he swallowed the last bite of food, then he carried the plate to the dishwasher before pulling Raven into a hug and kissing her.

"I'll probably be bringing a couple of them back for tea."

"That's nice." Martha said as she entered the kitchen. "It's always good having guests who appreciate fine food."

Clark laughed, then pulled his mother into the hug. "Morning mom."

"Good morning, Martha." Raven added as they released Martha and she smiled up at her son and daughter-in-law.

"Well, off you go." She said, making shooing motions with her hands. "Go save the world and all that. You can tell us about the perils you faced later."

"I can tell you now." Clark sighed. "Diplomatic meetings and paperwork. Oy."

"Then go and try not to start any wars or get _too_ many paper-cuts." Martha giggled, earning an eye-roll before Clark vanished in a burst of super-speed.

.

* * *

.

"So," Clark said as he took his seat at the midpoint of the hollow three-quarter-circle briefing/meeting table at which the rest of his team were waiting, "Welcome to the first _official_ briefing of the Protectors."

The others smiled, nodded or otherwise indicated that they were paying attention and Clark touched a control on the touchscreen surface of the table. A holographic representation of the solar system appeared in front of them with a number of tags of varying colors connected by lines to the planets.

"What are we looking at?" Patriot asked and Clark tapped a couple more controls to highlight the tags as he spoke.

"The tags outlined in bright green are super-teams which are coordinated with SHIELD's assistance. The dark green are independent super-teams, those who have chosen not to take advantage of the offer of support. Red are known hostile teams or organisations while yellow are those who are a potential threat. Blue tags are countries, nations and so on while grey are organizations of interest. The faster the blink rate, the higher priority the watchgroup have assigned it."

"Not many blinking tags." Patriot noted as the hologram slowly rotated. "So… watchgroup?"

"SHIELD, mainly, although several other intelligence agencies have supplied some specialists to help. Wakandan Intelligence supplied an entire group of analysts to help sift through the gathered intel… T'Challa, if I didn't say it before, you have my thanks for that." Clark supplied. "SHIELD has plenty of experience in running threat-assessment groups, so I asked Fury for a favor and he said yes."

"I suppose that if you save the world enough times, they decide that they may as well pay you back." Guardsman joked, causing several of the others to chuckle.

"I've also contacted Governor-General Zod, King Odin and several others for any possible threats from outside out system." Clark continued, the holographic image of the solar system shrinking and making way for several pictures. "The three most likely threats are the Kree, the Skrull and the Shi-ar, in that order. Zod was kind enough to provide copies of the datafiles he brought with him.  
"The Kree are a race of humanoids. They have a stratified society ruled by their _pure-bloods_ who are primarily identified by their blue skin. They are ruled by a millennia-old artificial intelligence known as the Supreme Intelligence, a bio-computer that has incorporated the minds of some of their greatest figures. There's a Kree religion that claims that the Supreme Intelligence is a deity, how this religion came about is currently unknown to us. It is known that the Kree are in a near-constant state of low-level war with their galactic neighbors, the Skrulls.  
"The Skrulls are shape-shifters, although they resemble green-skinned humanoids in their _resting_ state. Due to the fact that the Kree attacked them, the Skrull responded by re-organizing their entire civilization to become highly militaristic. For centuries, they managed to hold their own against the Kree until their war was forcibly ended… by the Kryptonians who were tired of both sides trying to seize their technology.  
"The Shi'ar are also a humanoid race, although they have what we would call avian ancestry. It's notable that the Shi'ar have managed to remain fairly neutral between the Kree and Skrull empires. Although the youngest of the empires, the Shi'ar Imperium is also the most technologically advanced, although some of their technology does suggest that they managed to reverse-engineer Kryptonian technology.  
"The Shi'ar Imperium is actually a multi-species organisation with the Shi'ar generally acting as the linchpin that keeps it from fragmenting. Although it started off as a highly expansionist militaristic society, it has transitioned to being an economic co-operative with a strong military to protect it. As Krypton removed itself from interstellar affairs, it was the Shi'ar who took over as keepers of the peace, expanding to not only the areas Krypton had once controlled, but several of the dwarf galaxies nearby. Going to war against the Shi'ar is generally seen as a losing proposition."

The others were silent as they absorbed the information and Clark gave them a moment before triggering the next stage of the briefing.

"Other possible threats are many and varied. Gah Lak Tus, the world-eater, Brainiac, formerly of Krypton, the Eternals, the list goes on. Fortunately, it's a huge galaxy, so chances are that they'll never come here, but…"

Clark stopped as the briefing holograms blinked out to be replaced by a holoscreen showing a bearded man in dark blue bodysuit and a black trenchcoat stepping through a glowing portal hovering in the middle of a park. A moment later, another man joined him, this one clad in a black-and-grey bodysuit, his eyes covered by red goggles while his hood boasted batlike ears.

"…but inter-reality first contacts are _our_ responsibility." He sighed, motioning for the others to join him as he rose to his feet. "Control, location of the new arrivals, please?"

The image shifted slightly and Sedara nodded.

"Washington monument. Everyone ready?"

Clark looked at his team. Patriot had un-slung his shield while Morph had turned into a young Japanese girl. As Clark raised an eyebrow in query, Morph was suddenly encased in a very familiar transparent articulated force-field.

"Morph, Guardsman and I take the front." Clark stated. "Patriot, Black Panther, go wide and flank them. If they try to attack us, take them down from behind. Sedara, stay back with Lady Briton, use your portals to contain the fight if it comes to that. Briton, empathic scans, but don't try anything intrusive yet. We don't know if they're telepathic and I don't want you struck down because you pushed too hard. Sedara… do it."

.

"Why are we even bothering with this? We could have simply destroyed the machine."

"Patience, Batman." The trench-coated figure replied calmly. "And look around you. The people here are watching, but not running. They don't look scared, merely… cautious. We could learn a great deal from this place."

"While Metropolis remains unprotected." Batman grumbled. "Superman! Look!"

"I see it." Superman replied as a rectangular energy field flashed into existence less than fifty meters away. As they watched, seven people almost erupted from the energy plane, two of them breaking off to circle round while two others stayed where they had appeared, the odd doorway vanishing behind them. The other three walked forwards and Superman raised an eyebrow slightly.

"Odd, the middle one… he looks a bit like Jor-El from the records…"

.

"We gotta change channel!" Bobby shouted as he sprinted into the main entertainment room of the Xavier Institute. "Clark's on!"

Grabbing the remote he switched to the news and everyone turned as the reporter spoke.

"… _and here comes the team led by Clark Kent, here to make contact with these new arrivals. Who the two new people are, we still don't know, but with Superman here with his team on their first true mission together, the strangers obviously do not pose a threat any more."_

"Whoo!" Jubilation Lee cheered. "Go Clarkie!"

.

"Interesting. It would appear that their leader is named Superman too."

"And how the heck did you work that out?" Batman growled as he turned, trying to keep the shield-bearer in view.

"News reporter over there." Superman replied. "Cute thing, reminds me somewhat of Miss Lane. Stay by the portal, I'll go and talk to my counterpart."

"Dammit, Hernan!" Batman snapped as the Kryptonian flew forwards.

.

"Okay, stay here." Clark said quietly. "It would seem that he's an alternate _me_ and wants to talk one-on-one. Incidentally, the one with him is Batman."

"Another mixed-up world." Morph sighed as he dismissed his protective armor and _shifted_ into Cyclops' form, the comm-device projecting an energy screen to restrain his constant optic blasts, then he _shifted_ again into Storm's form. Seeing Guardsman looking at him quizzically, he gave an embarrassed shrug.

"Forgot for a moment that Kryptonians aren't affected by direct X-gene powers." (s)he explained sheepishly. "However, enough lightning can stop anything."

"Ah."

.

Superman blinked as the Japanese girl turned into a taller man, then into the form of a white-haired dark-skinned woman even as his counterpart flew forwards to meet him. Landing gently, he waited for the caped man to land before him.

"Welcome to planet Earth, Reality-stream Alpha." The caped Superman said. "I am Superman, also called Kal-El or Clark Kent. May I know your name, unless you have a secret identity to maintain?"

"You may call me Hernan." The bearded Superman replied. "You chose to reveal your name to the world?"

"I was outed by someone seeking to turn public opinion against me." Clark shrugged. "It backfired on them quite spectacularly. The school I occasionally teach at more than doubled in size."

"And this is your team?" Hernan asked, looking round.

"We call ourselves the Protectors." Clark supplied. "We're one of many dozens of teams in the solar system, we often train together and back each other up. We even share a centralized emergency response center to help us do our work more efficiently."

"Interesting." Hernan mused. "Batman and I were about to try and recruit some heroes to rebuild and expand our Justice League after Wonder Woman returned to New Genesis to sort out certain issues she had with her grandfather."

Clark blinked. "Wait. What? Okay, I can see we'll need a new designation for your reality-cluster, because what you just said does _not_ sound like a normal Justice League reality."

"…normal?"

**Notes for the Chapter:**

> Hernan is from an official DC Elseworlds, (Justice League: Gods And Monsters) but his Batman is not Bruce Wayne, but rather Kirk Langstrom while Wonder Woman is Bekka, one of the New Gods.  
> The Protectors needed a nice, easy mission to start with. Harder missions will come…


	5. Doomed?

Clark Kent applied his thumb-print to the last of the seemingly-endless stream of e-forms and leaned back with a sigh of relief as the holoscreen dissipated. A pair of hands started massaging his shoulders and Clark tilted his head back to smile at his wife.

"Thanks. I can't believe the sheer amount of paperwork that running a team generates. I'll have to ask Charles how he does it."

"I asked him and he uses Cerebro." Mystique laughed. "He's got this huge computer he can control with his brain, so he uses it to do all of his paperwork at the speed of thought."

"That is _so_ not fair." Clark grumbled, earning another laugh. "But at least I'm now up to date on everyth…"

The sudden blaring of a siren cut him off and Clark seemed to sag slightly.

" _Why_ do I tempt fate like that?" He grumbled, then he rose from the chair and pulled Mystique into a bridal carry. "Well, let's see what just happened."

.

"Sir." The Chief of Watch snapped off a salute which betrayed his military background. "Two countries have just dropped off the grid, we are re-tasking independent satellites now in order to get a look."

"Which countries?" Clark asked as the door behind him opened to disgorge most of his team while Sedara simply stepped through a small portal from her quarters to the Watch Room.

"North Korea has vanished, leaving what early reports are calling _Dinosaur Jungle_ in it's place." The Chief said, glancing at the datapad in his hand. "Normally, this wouldn't cause too much of a problem given how isolationist and aggressive North Korea can be, but the same thing happened to another country... Latveria."

"What!" Conner gasped. "Father! Sis! Are they…?"

"We don't know." The Chief said almost absently as he paged through the reports. "We have some reports of the North Korean armed forces emplacing metallic structures along their coast and land borders, that might have something to do with it. Nothing about Latveria, but then again, Lord Doom is known to have a _very_ competent counter-intelligence division."

"We'll split into two teams." Clark decided. "T'Challa, you lead one to North Korea. Take… Sedara, Isiah and Kevin. Remember that the Chinese and South Koreans will be starting their investigations as well. Connor, you and Betsy are with me. If it's something your father did, he probably left a message or clue behind and you're the best chance of finding it."

"Understood." Connor said, his face still pale but otherwise composed.

"Sedara, give us a Gate to Latveria, please?"

"Sure thing." Gatekeeper said as a rectangle of light shimmered into view.

"Let's move!" Clark barked as he flew through the portal, ready to face whatever was on the other side.

.

.

"My sensors are picking up traces of what seems to be a dimensional displacement." Black Panther said as he looked around at the jungle which had replaced an entire country. "My scientists have run an analysis and they say that the dimensional shift occurred entirely within the borders of North Korea."

" _We're getting the same here as well."_ Clark said from what had been Latveria. _"I've had a couple of deep-drones sent to me and I've deployed them, the effect seems to have gone down almost a mile."_

"That is quite deep." T'Challa said as similar data flashed up on his lense HUD, then a wire-frame image flashed into view. "It seems that the underneath is… rounded."

" _Same here."_ Clark confirmed. _"The outer mile is rounded, but it's flat further in."_

Panther looked around, his lenses highlighting unusual energy readings or places where anomalies were waiting to be investigated.

"I think we may need more people to help search." He said after a long moment.

" _I've asked Control to send out requests."_ Clark replied.

.

"Sir?"

Zod looked up from the cat whose fur he was stroking.

"Ah, Kar-Tao. Is there a problem?"

The young Kryptonian landed a few meters away from the Governor-General, his expression one of confusion. "Ummm, sir… what…?"

"I heard quite a few people discussing how their pets helped them to relax, to regain their mental stability." Zod said, scratching lightly between the ears of the cat sprawled across his lap. "I made a deal with a certain zoo owner in New Zealand. We moved his entire park across, quadrupling its size and creating new enclosures closer to the natural environments of the animals in question, plus we placed several Gates where his old park had been in order to improve access and in exchange, Kryptonians are allowed to… _adopt_ one of the cats. Like Lyon here. Once he figured out I was too tough for him to eat, he settled down very nicely."

Kar-Tao looked at the fully-grown lion lion for a long moment.

"Is this a _human_ thing?"

"Sort of." Zod shrugged. "I believe humans have smaller versions, they call them House-cats. They aren't anywhere near as nice to stroke as lions. I believe that Nam-Ek has adopted one of the Ligers, quite apt given that they are hybrids."

Kar-Tao nodded, then slowly pulled out a small datapad.

"Message from the Council, sir…"

As he reached forwards to hand over the pad, Lyon growled slightly, causing him to jolt backwards. Zod chuckled as he watched the Ensign flinch from the quadrupedal predator and Kar-Tao blushed slightly.

"Sorry, sir."

Zod reached out with one hand while rubbing Lyon's ears with the other and Kar-Tao quickly darted forwards to hand over the pad, then retreated.

"Thank you, Ensign." Zod said. "Dismissed."

As Kar-Tao flew back towards New Xan City, Zod activated the pad to see what was important enough that it had been sent via messenger. A moment passed, then he sighed and, careful not to dislodge the lion dozing on his lap, he pulled a small communicator from his belt and activated it.

"Taurus, the Companions of Rao might be needed on Earth. It would seem that the Protectors have a slight problem to deal with… apparently two countries have been stolen."

The eloquent silence from the communicator somehow managed to relay the gobsmacked expression of the New Olympian on the other end of the connection.

.

.

"Superman!"

Clark looked round to where a flying chariot and two airborne figures were approaching. On the lead chariot stood a Minotaur clad in high-tech yet traditionally stylized armor while to his left, a human kept in formation, wearing what looked like a cross between a fighter jet and powered armor. To his right, a Kryptonian floated serenely, mild amusement on his face.

"Tauros!" Clark called in greeting as he flew up to meet the leader of the Companions of Rao. "I see you've finally deployed off-world. Who are your friends?"

"Meet Khan-Tiar and MACH-1." Tauros said, waving at the Kryptonian and human respectively. "MACH-1 uses a special flight rig that lets him… what was it?"

"I can do anything a fighter jet can do in a quarter of the space." The reply came quickly. "I was offered a place with the Companions due to my mechanical skills."

"He helps keep our equipment working." Tauros added. "Anyway, we are here as the Lance of the Companions, ready to aid. The Sword is currently moving to rendezvous with your people in North Korea while the Axe is moving to Hall of Doors ready to reinforce whoever needs aid."

Superman nodded. "Thank you. How good are your sensor arrays? We're running sensor runs to send data back to Control so that the scientists can work out just what's happened.

"We have military-level sensors, Kryptonian tech." Tauros stated. "I have a full array in my chariot while MACH-1 has a combat array."

"Biological sensors only. Sorry." Khan shrugged.

"So, where do you need us?" Tauros asked.

.

.

"Sword of Rao, reporting for duty." The new arrival said as he landed in front of Black Panther. "My name is Rho-Ghar, second in command of the Companions of Rao. With me are Sphinx from New Olympus and Speed Demon."

The winged cat-girl landed gently, folding her wings as she nodded in greeting even as a man clad in a red-and-black bodysuit blurred to a stop by them.

"…sanders?"

Speed Demon half-turned to see Patriot staring at him.

"You know him?" T'Challa asked and Patriot nodded.

"He used to be on the other side. Went up against Parker a time or two before the kid joined Xavier's people, but generally kept a low profile. Went up against _me_ once. Damned annoying, I couldn't move fast enough to hit him while I was too tough for him to hurt."

"I remember that fight." Sanders mused. "I _could_ have taken you down, but I didn't want to risk having Superman come to investigate. Everyone knows Superman can move as fast as, or faster than, most speedsters. Quicksilver really spread the word around."

"We are optimized for recon and hit-and-fade operations." Rho-ghar supplied. "For this mission, we are placing ourselves under your authority. Where do you want us to start searching?"

.

The Chief of Watch looked round as the door opened to admit a trio of people he hadn't ever seen before. Pausing to pass a command to one of the analysts, he strode over to them.

"Are you in charge here?" The woman leading the trio asked. "We're the Axe of Rao, part of the Companions of Rao. I'm Silver, squad leader. With me are Zetes and Lhan-Doe."

The grey-skinned winged New Olympian and the Kryptonian male both nodded as they were introduced.

"We've been sent here to act as a reserve group should the Protectors need help." Silver added.

.

.

Clark landed by the temporary camp and blinked at the sight of several velociraptors being held in a fenced-off enclosure, small stains on the grass showing that they had been fed.

"Ah, Superman." The familiar man by the enclosure waved. "I hope you don't mind, but these beasts are more intelligent than most dogs. I'm hoping to train them so that they can work as guard-creatures and riding steeds."

Clark blinked a couple of times, then his mind pulled up the man's name.

"Hoping to increase the mobility of the Genosha Guardians, Beast-talker?"

The mutant grinned. "You got it. It'll take me a while to overcome their natural blood-lust, but I've done harder things. Once I get them trained up, we'll probably assign some of the Unpowered as their riders."

Clark nodded, then turned to where Connor had stepped out of the newly-erected command tent, an odd expression on his face.

"Clark… my father wants to talk to you…"

Clark's eyebrows shot up and he followed Conner into the control tent, where a hologram of Victor von Doom was being projected.

"Lord Doom, you are well?"

" _I am. I apologize for not alerting you earlier, but there was a forty-two percent chance my plan would not work. However, it has and Latveria is now unconstrained by its borders. I now have an entire world to rule."_

"You shifted Latveria to another dimension… one where humanity never evolved." Clark realized and Victor gave him an approving nod even as the short, stocky figure of Kim Jong-un joined him.

" _I have indeed, and I also took the opportunity to increase the population of my nation… with my daughter's aid."_

Conner laughed in realization an instant before Kim's form rippled and lengthened, reforming into Cynthia von Doom.

" _Hello, brother. God, it's good to get changed into a more comfortable form."_

"Hello, sister." Conner chuckled. "So, replacing the leader of North Korea and using his position to claim the country for Dad was your mission, huh?"

Cynthia smirked.

" _Clark, I will need a favor."_ Doom said soberly. _"I have deployed a Gate, through which this signal is being sent, but I would quite appreciate the Gate being relocated to one of the Moonbase Domes."_

"Any particular number you want?" Clark offered and Doom stroked his metal-covered chin thoughtfully.

" _Not four or five, both numbers are too closely linked to my old rival, Reed Richards. I have had too many run-ins with SHIELD for them to see me as anything other than a threat, so not one of the domes near them. I think that dome 17 would be the best place for the Gate to go."_

"If the Gate is ready for transport, I'll see to it personally." Clark stated. "However, may I suggest you do a press-release? Having two countries just vanish like that really panicked a _lot_ of people."

" _An excellent idea, Clark. I shall begin composing one within the hour."_

Clark started to reply, then paused as an icon began flashing on the control screen.

"Lord Doom, please excuse me, but I have an emergency call incoming."

Clark tapped the icon and the hologram flickered as Doom vanished, to be replaced by a familiar figure.

" _Clark, get here now!"_ Zod barked. _"We have a probable Code Omega!"_


	6. Alert

"I'm here!" Clark declared as he decelerated to a stop beside General Zod. Looking round at the Central Command Nexus of the Solar Defense Fleet, he noted that the normal semi-relaxed tempo had sped up quite considerably. "What's happened?"

Zod glanced at him, then used his rank circlet to send a mental command that caused the hologram of the solar system to change from its normal state to one far less cluttered. A glowing string of dots stretched from the edge of the hologram to Earth, round it several times and then back the way it came.

"…what is that?"

"A problem." Zod growled. "A _big_ problem. _That_ is a Kryptonian Stealth-drive trace. The Stealth-drive is not very efficient, slow and lacks agility, but it shields the craft it is mounted in from any form of detection and can be adjusted to open small holes in the shielding effect to allow for active scans. However, the drive leaves a slight resonance in the informational under-layer of the multiverse that allows its route to be plotted after three days, but the trace vanishes within ten."

"A Kryptonian Stealth-drive?" Clark repeated. "But… who?"

"We don't know." Zod growled. "My gut says it's the Kree, but we cannot rule out the Skrull or the Shi'ar, all of them have managed to _acquire_ Kryptonian technology in the past, so any of them could be the ones who did this."

"And whoever did it has managed to perform a full recon of Earth without us knowing." Clark grimaced. "Please tell me that there's a maximum size that this Stealth-drive can conceal."

"There is." Zod confirmed. "The Golden Feather is three times the maximum size that the field can enclose and anything that uses advanced weaponry would generate too much energy for the shroud to conceal. The Kryptonian Defense Fleet used to deploy recon drones that utilized that technology, allowing us to gain advanced warning of enemy craft without them detecting us in turn. My guess would be a recon fighter launched from outside the system to perform a sweep before returning to its mothership. The Kree often used such a tactic, although the Shi'ar might have adopted that technique too. The Skrull prefer to use recon in force. We would _know_ if it was them… unless something has happened that has changed their strategic preferences…"

Zod trailed off thoughtfully and Clark sighed.

"I see. I know you dislike politicians, should I be the one to alert the United Nations?"

"That would be for the best, Kal."

.

"Ho. Lee. _Shit_!" Bobby Drake gasped as the headline _Alien Probe Detected – Invasion Imminent?_ Scrolled across the bottom the the screen on which Clark was giving a speech to the assembled delegates of the United Nations. An instant later, a hand slapped the back of his head. "Ow!"

"Don't swear." Jubilation Lee snapped as she lowered her hand, ignoring the puppy-dog-eyes he sent her way.

"Come on!" Bobby pleaded. "I mean, alien invasion? They'll be mobilizing _everyone_! We'll _finally_ be able to show how awesome we are!"

" _Some_ of us proved it at the _Battle of the Cure_ , remember?" Chris shot back from where he was sat on a chair, brushing Lara's hair as she sat on the floor, leaning against his knees as she all but purred in contentment. "I'm not sure if _we_ 'll get to do anything, though. I can still only hold my breath for thirty minutes, so I'm limited to near-earth operations unless I get a suit and there's over fifty _fully-empowered_ Kryptonians available to smash up any invaders, not to mention all the alternate reality hero teams that Dad's arranged mutual reinforcement pacts with… and then there's… Mr Black!"

"Mr Black _scary_." Lara confirmed, causing almost half of the occupants of the room to stare at her in shock.

"Henchgirl helped Lara by doing something to reinforce her bones without stopping her being able to grow." Chris explained, continuing his chosen chore.

"Bones now strong as father's." Lara confirmed, idly popping a claw and looking at her reflection in the adamantium blade. "Still lighter, means move faster."

"So, we're not gonna get into it unless things go bad." Rogue mused, one hand stroking her bracelet. "Ah hope that don't happen."

"I agree." Martha Kent said as she and May Parker entered the room, pushing trolleys piled high with sandwiches and various soft drinks. "May and I have spent quite a bit of effort on helping you, we'd hate to see it go to waste."

The comment caused the building tension in the room to dissipate in laughter.

.

" _More_ aliens." Magneto swore as he watched Superman speaking on the main screen. "As if the presence of the Kryptonians and the New Olympians wasn't enough, we now have to deal with _three_ different alien empires?"

"My lord…" Chrome offered diffidently, "In the face of this revelation, I have to ask… how can mutantkind survive against such odds _without_ the humans and their allies?"

Magneto opened his mouth to snap at his chief acolyte, then he frowned in thought.

.

"Interesting." Doom mused as he watched the feed that was being transmitted through the Gate. "It would seem that my country's relocation was just in time…"

"North Korea is now under your lieutenant's command, father, and the people are beginning the basic infrastructure projects required to link the two lands for unification." Cynthia said as she flew to land in front of her father's throne. "What do you wish to do with Kim Jong-un?"

"Keep him in stasis for now." Doom said almost absently. "Once I have raised the living standard in the land he once ruled and placed its people into my protective hand, I shall personally release him so he may see what he might have achieved were he not so focused on his own pleasures."

"Yes, father."

.

"I wonder how my old friend will react to this." Charles mused as the holographic screen floated in front of him.

"No clue, chuck." Wolverine shrugged. "Judging from what we know, he'll either hide away… or try to do something _big_."

"If he does, he will try not to interfere with those defending the Earth." Charles stated. "To risk seeing everything he wishes to achieve destroyed is not his way."

"Kryptonite and the Gem of Cyttorak." Logan pointed out and Charles winced slightly.

"…my old friend _has_ been known to miscalculate on occasion, though."

.

"Dammit!" Bolivar Trask cursed. " _Just_ as we'd reached the levels required for phase one, Murphy's Law decides to wake up and kick us in the teeth!"

"It is irritating." Doctor Armin Zola agreed, glancing up from the laptop he was running a set of simulations on. "Vemind me to tell you about ze Kapitan and how he caused ze Red Skull gveat problems."

 **"The plan will be initiated** _ **after**_ **the current crisis is resolved."** Master Mold decreed from the back of the factory. **"At that point, those who would seek to stop us from following our primary directives will still be recovering, making their ability to resist significantly lower. In addition, the delay will allow for the construction of additional Silver Sentinels and the preparation of additional Bio-Sentinels."**

"And zat is vhy _you_ are ze vun in charge." Zola said admiringly, his skin briefly shifting to a metallic hue before resetting.

.

"Cyclops." Superman said in greeting as the mutant entered the main hall of the Watchtower.

"Superman." Scott replied. "Clark asked me to pass the word to you and your brother, our Earth just got scanned by a stealthed starship. Might have been a probe, might have been a fighter. We don't know for sure. Either way, you may want to warn the others that Reality Alpha might be calling for aid if things go bad."

"I shall see to it personally." Clark Wayne promised, then he grinned. "By the way, can I offer you some food as you tell me how my counterpart is doing with his new team?"

Scott grinned as he and Clark started to walk towards one of the cafeterias on the station, the heroes of Reality 49's Justice League flowing round them on missions of their own. "Well, he's proving to be a really good leader, although that doesn't really come as a surprise…"

.

Faora-Ul watched from the bridge of Station Prime, the first construction/maintenance orbital headquarters of the Solar Defense Fleet as a dozen starships slowly separated from their docking clamps, moving on low-powered reality-thrusters as they rotated to face their assigned courses. The energy-auras of their primary engines began to gather strength as they moved outwards on their patrol.

"Ironic." She mused quietly. "A dozen ships, each a copy of the _Golden Feather_ , and not a single Kryptonian amongst their crews."

"But our numbers _are_ growing, thanks to Kal-El." Az-Lan said from behind her, forcing Faora-Ul to suppress her twitch of shock. After a moment to check that she was in full control of her expression, she turned to face her flag lieutenant.

"They are." She agreed, her face briefly softening as she remembered being the guest of honor at the decanting of the fiftieth New Kryptonian child. "And with the longevity that the Sun grants us, we shall live long enough to witness our people rise once more. And _this_ time, we shall _listen_ to those who try to warn us!"

"May Rao bless our path." Az-Lan responded almost reflexively, then he shook his head slightly to re-focus, a habit he had picked up from his human girlfriend. "Sorry. Fighter Command has reported in, no trace of any Stealth-drive traces currently detectable around New Krypton. Unless whoever it was has launched a second wave…"

"Unlikely." Faora mused. "Remember, Earth and New Krypton are on opposite sides of the Sun, but in the same orbit. The Gates allow us to move from one world to the other in a single pace, so for us the distance is not an issue, but outsiders would probably not know of the Gates. The angle they approached Earth means that New Krypton was hidden from them and given how few systems have even _one_ habitable planet, proportionally speaking, why should they continue to search when they have already located that which they sought? Unlike the few cases where there are multiple planets, we don't need to use chains of repeater satellites to transmit information between worlds, thus there is no obvious clue that a second inhabited planet is here."

"So, Earth is their primary target… whoever they are." Az-Lan said, looking worried. "My fiancee's relatives are still debating whether or not to move to New Krypton…"

"Fiancee?" Faora asked, distracted by the news he had let slip. "When did you propose?"

"Three days ago." Az-Lan replied with a goofy grin. "She said yes and we're hoping to adopt both human and Kryptonian children."

"I hope you intend to give me an invitation to the wedding." Faora said with a quick smile before turning her attention back to the starships that were accelerating away at almost fifty gravities. "However, it'll have to wait until we have confirmation on what we are facing."

.

* * *

.

"I'm here!" Clark declared as he decelerated to a stop beside General Zod. "What is it?"

"The _Isaac Asimov_ has detected what we believe to be the intruder, a single ship." Zod said, his gaze fixed on the holographic display that was showing only a small portion of the solar system with a pulsing icon marking the position of the unidentified craft. "The fact that there is only one ship rules out the Skrull, they dispatch fleets of at least a dozen, if not more, seeking to overwhelm their enemies with numbers. The Kree tend to use smaller groups, but they deploy flankers and scouts to extend their sensor reach. Even with the improvements the humans came up with to extend the range of our fleet's sensors, their outliers would have detected the _Asimov_ had it been Kree. By a process of elimination, the only space-going group capable of building something so large and willing to deploy it on its own would be the Shi'ar, which is surprising given that their expansion was headed in the opposite direction."

Clark nodded to show that he understood and followed his godfather's knowledge, then the icon shimmered and changed to one that Clark hadn't seen before. Beside him, Zod stiffened, his face paling.

"Governor-general?" Clark asked after a long moment. "What does _that_ mean?"

"That Earth is doomed." Zod whispered. "That, Clark, is the symbol for a Kryptonian Class 8 Combat Attachment… a planet-killer… We have _nothing_ that can stand up to it… and it'll be here within a day…"


	7. Preparations

" _This is Captain Allan of the Asimov."_ The woman on the holo-display stated. _"We have the incoming vessel on our sensors and can confirm an eighty-three percent match with the statistics for a Class Eight Combat Attachment, but the energy readings are… off."_

Zod turned round from where he was perusing files on the Class 8 attachments. "Off? What do you mean… _off_?"

" _We're not picking up any of the energy-emissions of the more powerful weapons systems."_ Allan responded. _"The point-defense systems read as being on stand-by, as well as all of the tertiary weapons arrays. The secondary arrays read as not only being in power-down mode, but there are barely a quarter of the numbers that there should be while the primaries are either totally powered down… or not there."_

"What?" Zod asked rhetorically. "Why in Rao's name would the Shi'ar strip out the primary weapons array of a Class Eight… It isn't the Shi'ar! It's… it can't be, but it has to be…"

"Has to be who?" Clark asked as the rest of his team watched Zod worriedly.

.

.

**probe information analysed.  
** **location of final kryptonian designated Kal-El confirmed.  
** **alert! additional kryptonians indicated.  
** **analysis of records indicates argosian origin.  
** **analysis indicates presence of seven additional argosians with error of +/- three.  
** **primary contact protocol plan efficiency projection 32% +/- 17% due to non-calculable conditions.  
** **accessing databanks for alternate contact protocol programs…**

.

.

"Brainiac?" Charles Xavier asked and Zod nodded, glancing round at the intent faces of the assembled team leaders.

"Brainiac." Zod confirmed, his voice filled with cold hatred. "The sentient computer system that was created to _preserve_ Krypton, but instead _lied_ about the threat Krypton faced and abandoned its duty!"

"Its actions condemned Krypton, led to our exile… and destroyed Kandor." Faora supplied from beside Zod. "We were planning to eventually hunt it down once we had built a strong enough fleet… but for Brainiac to come _here_ … why?"

"There might be something here that it wants." Xanatos stated, stroking his goatee as he considered the possibilities. "Something it knows of, something it tracked here…"

Xanatos trailed off as Clark flinched, causing everyone to look at him.

"Me." He stated. "I am the Last Son of Krypton. I was sent by Jor-El as Krypton exploded, the same time that Brainiac escaped. Brainiac would have spotted the transport pod that brought me here. Why it didn't come earlier, though…"

"The number of stars on the vector you were sent on would have been considerable." Reed Richards supplied. "Since Brainiac is a computer, no matter how advanced, it would have scanned every star system on the way in order to ensure that it didn't miss you. Assuming that it's basic functions are similar to most of the AI's that I've encountered, anyway."

"JARVIS, HERBIE… we have several AI's of our own." Tony Stark commented. "When I get back to the Avengers Tower, I'm going to activate JARVIS' advanced hacking counter-measures. Reed, if you need help getting HERBIE's hack-resistance up, give me a call."

"Going up against an AI of unknown capabilities…" Reed mused. "Of course, HERBIE has quite a few Kryptonian upgrades thanks to Kara."

"Zod, I'll probably be sending young Harry to New Krypton until this is over." Tony added. "Pepper as well, I don't want to risk either of them."

"Moving the non-combatants out of the way is a good idea." Zod allowed. "There are many empty buildings in New Kryptonopolis which they can use. Our construction program was… over-enthusiastic about building New Krypton's capital."

"So, we move all the non-combatants linked to super-teams to New Krypton to avoid Brainiac targeting them in an attempt to demoralize us." Clark stated. "We have neither the time nor the resources for a large-scale evacuation, trying to dome the cities and fly them to New Krypton would leave them extremely vulnerable to hostile fire."

"Even if we could install the technology in time." Zod agreed soberly. "Plus, Brainiac has some way of destroying a domed city with a single blast. It did it to Kandor… and killed my wife… Doming the cities is _not_ a wise move, even if we did have the time."

"I don't see any real choice." Clark sighed. "I'm going to activate the Omega Protocols."

A sussurration of protest rose around the table and Clark held up his hand to quieten them.

"Brainiac took out an entire city _before_ it seized a Class 8 Combat Attachment. That thing is the equivalent of the Death Star, _without_ the exhaust port to fire a missile down. We are going to need as many combat-capable individuals as possible, especially those who can operate in space."

"But… to team up with _villains_?" Falcon protested.

"I think they'll see reason." Clark riposted. "Hard to steal when your entire planet is a cloud of plasma. However, we need to keep this as quiet as possible. It's quite probable that Brainiac is monitoring Earth's communications even as we speak."

"Unlikely… but not impossible." Zod mused. "It is still out of range of radio communications, but then again, we Kryptonians had all-but abandoned that form of data-transfer for centuries. However, we cannot know what technology Brainiac has incorporated into itself during the decades it has traveled…"

A chime interrupted the meeting and Clark raised his hand to signify that he was listening to the micro-communicator nestled in his ear canal. A moment later, his eyebrows shot up.

"Brainiac is hailing us… and is asking for _me_."

.

**primary hailing sequence completed.  
** **estimated time for return response – 27 minutes.  
** **possible contact at five-three mark one-eight.  
** **contact lost.  
** **93.15% chance of data interpretation error.  
** **5.26% chance contact is natural space object.  
** **1.47% chance contact is stealthed spacecraft.  
** **0.12% chance of sensor miscalibration.  
** **additional sensor sweeps recommended.  
** **activating point defense.  
all other weapons remaining in stand-by.**

.

"Shit!" Captain Allan swore as the readings changed. "We got too close and now it suspects something. Open the range and send a directional pulse to the others warning them that the sensor range is 25% more than previously suspected."

"Yes, captain."

"And send a pulse to Earth too! They need to know. If it's upgraded one system, most of the others are probably upgraded too."

"Yes, captain!"

.

" _Greetings, sentient beings of Sol Three, known also as Earth."_ The synthesized voice sounded over the loudspeakers. _"My designation is BRAINIAC, Benign Research Artificial Intelligence Neural Integrated Advanced Computer. My primary mission is to seek any information you may possess on the one known as Kal of House El, formerly of the planet Krypton. Additional data-trading is acceptable, especially technology data. I request permission to enter orbit of Sol Three in order to facilitate communications."_

"Worrying." Conner mused. "The implication is that this Brainiac has traded with other worlds, so it is highly unlikely that it is limited to Kryptonian technology."

"It's on a perfect trajectory for a minimum-energy-expenditure orbital insertion." T'Challa relayed from the Wakandan analysts.

"Solar Defense Fleet reports that a quarter of its point-defense systems are on-line." Betsy Braddock called from her own console. "They estimate its sensors are a quarter again more effective than baseline Kryptonian sensors."

"Orbital insertion estimated in six hours." T'Challa added.

Clark frowned, then switched on his microphone.

"Attention Brainiac. This is Kal-El, son of Jor-El. Please state your intentions now that you have located me. Over."

Clark listened to the recording, then pressed the icon to transmit it. "Well, let's see what it does."

"SDF will be fully deployed one hour after Brainiac's orbital insertion." Connor stated. "Stealth systems seem to be holding."

"How on earth does stealth work in space?" Isiah Bradley asked. "I mean, there's heat, light reflection, blocking of stars and all that…"

"Our ships use holographic shields to prevent occlusion while waste heat is directed away from any known craft in order to reduce detection." Clark said. "They have other techniques, some of which are the result of humans playing around with the technology of my people, but even Kryptonian sensors have great difficulty picking up a fully-stealthed SDF vessel at anything greater than half-range, even when they know _exactly_ where to look."

"Message from Xavier." Betsy relayed. "The Institute has been evacuated and Bayville is being evacuated to New Krypton as well."

"Greetings, Clark." Doctor Doom declaimed as he strode into the main hall. "I come to place my skills in your service. Although Great Latveria is no longer at risk from beings such as this Brainiac, I still have many plans I wish to see fulfilled, plans which would need considerable and very irritating modifications should anything happen to Earth."

"I… I'm honored that you decided to join us." Clark said, then he frowned. "Lord Doom, how many of the villains on Earth can you contact?"

"Ah, the Omega Protocols." Doom said approvingly. "Fear not, for Doom shall spread the word to all those who need to know!"

.

.

The Javelin rose above the Moonbase domes and on board, Connor von Doom looked at the other two occupants of the craft.

"Honor-father, although I am pleased to be the one of the two chosen to guard your back for this, I must ask why me and not T'Challa?"

"If I may?" Kevin Sydney asked and Clark nodded. "Part of it is that you are stronger and tougher than Black Panther. While he is mystically enhanced, your physical prowess and ability to resist damage is still greater."

"And you are a task-force in your own right." Conner replied.

"And Sedara let me copy her." Kevin added. "She's standing by with our primary backup, thirty of General Zod's finest. All I need to do is flicker a portal in front of her and she'll be able to follow it back to us as we hold the beach-head while the others begin their own mobilizations."

"Got it." Conner said as ahead of them, a tiny dot of light began to expand. "Is that… Brainiac?"

"It is." Clark said quietly. "Brainiac, this is Kal-El approaching your position from the moon. I have you in sight, requesting permission to dock and come aboard with my two colleagues."

" _Permission granted, Kal-El."_ the reply came a few seconds later. _"Welcome."_

"Why is my paranoia increasing?" Connor asked, earning a smirk from Morph.

.

**incoming craft displaying both kryptonian tech and secondary tech of lesser development.  
** **secondary tech designated Earth tech.  
** **activating full planetary datanet interception protocols.  
** **1,956,872 requests for data-trades noted.  
** **re-allocating computational cores 19 through 28 to diversionary data-trading.  
** **deploying field generation nodes.**

.

As the Javelin curved towards the open landing bay, Clark spotted several dozen spheres racing away from the giant ship.

"Brainiac, this is Kal-El. I have spotted unknown objects moving away from you at high speed. Have you suffered an engineering issue?"

" _Negative. To aid in communications, relay satellites are being deployed."_

"I don't trust it." Connor growled.

.

"Interesting." Doom said as he watched the holographic display. "Those _look_ like communication satellites at first glance, but the external arrays are slightly wrong for data transfer. Someone get me a sensor scan of one of those satellites!"

.

**incoming craft has powered down engines and the occupants are debarking.  
** **scans confirm that crew-member one is Kal-El.  
** **scans indicate crew-member two is male child of Kal-El.  
** **scans inconclusive on crew-member three.**

.

"Quite a ship." Morph said, looking round at the crystalline pillars of the Kryptonian vessel's bay and the various pipes, conduits and nodes spread across the walls and deck-head, portions of them glowing purple.

" **welcome aboard, Kal-el, son of Jor-El."** Brainiac said. **"welcome aboard, scion of House El. welcome aboard, ally of House El."**

"I think you're the scion." Morph whispered to Connor.

"I got that, thanks." Connor hissed back as a hatch at the back of the bay hissed open.

" **please make your way to the central chamber."** Brainiac said and Clark nodded as he led the way.

"You know," Connor remarked as they walked down the long corridor, "I'm seeing at least five different types of tech here."

"Really?" Morph asked. "I only see three. Five?"

"Look at the shapes of the conduits, especially the fastenings." Connor replied. "Although form has to follow function to a certain degree if the technology is to work efficiently, there are many different ways to style things. There are bolts with clockwise ridges while others are anti-clockwise. Some of the status lights are round, some rectangular and others are holographic. The nodes come in several different shapes, round, square, hexagonal, and the metals they are made from differ in color and texture."

"So, how many different types do you think there are?"

"Five at the very least, probably… eight."

" **there are ten different origins of technology represented in the corridor you are currently traversing."**

Connor blinked, then frowned as he looked more closely at the systems adorning the walls.

"Odd, I… wait. Yep, that's nine and _that_ may be the tenth…"

"Doctor Doom trained you well, didn't he?"

Before Connor could reply, they exited the corridor into a huge chamber. Above them, over a dozen glowing spheres floated, encased in filigree cages. In the center of the chamber was a throne-like chair in which a metallic humanoid figure was seated, cables connecting its head and torso to the backrest.

" **greetings, Kal-El. i am Brainiac, guardian of the legacy of Krypton. my research indicates your companions are the heroes known as Guardsman and Morph."**

"They are." Clark replied. "Quite an impressive ship you have here but I have to ask, what's with the lights? I've never seen anything like them before."

" **each light is the repository of the data from an entire world that I have collected in my journey here."** Brainiac said as the cables attached to him disengaged and retracted, allowing him to stand up. **"i collected them utilizing a variation of the technique that allowed me to store the data of the city of Kandor."**

Clark froze as his eyes fixed on the display module integrated into the back of the throne. Encased in a shimmering force-field was what appeared at first glance to be a model city, but his vision let him zoom in on it, showing him the inhabitants frozen motionless, many of them caught as they flinched away from whatever had happened to them.

"Honor-father…" Conner hissed and Clark nodded.

"I see it. That… is Kandor!"


	8. BRAINIAC

" _I see it. That… is Kandor!"_

Brainiac stiffened in shock. **"query. how is it that you know of Kandor? all indications are that you did not… new data located in planetary datanet… Zod is within this solar system? the probability of this outcome was exceedingly low. recalculating plans… new priority – locate all kryptonians and place into stasis."**

"Morph! Now!" Clark shouted as he accelerated forwards, slamming into the avatar of Brainiac even as hatches began to open around the edges of the chamber, energy guns emerging from the darkness within. Connor had started to move at the same instant as his father, pulling a small gun out from inside his tunic and opening fire on the wall-mounted weapons.

" **you cannot stand against me."** Brainiac declared even as Clark punched a hole straight through its torso. **"this is but one body at my… unexpected situation alert. switching to lethal mode."**

"BRAINIAC! DIE!" Zod roared as he lunged past Clark, grabbing Brainiac's robotic avatar and ripping it into pieces before an energy blast impacted on him, sending him into a wall. Clark grabbed a piece of debris and hurled it at the gun in question, reducing it to scrap metal.

" **the relay drones are in position."** Brainiac's voice echoed above the sounds of destruction. **"field now established and at five percent. preparing for digitization of planet Earth and its inhabitants."**

"Where's Brainiac's core?" Clark shouted as he ripped another energy blaster from the wall, then threw it at the robot that had just entered.

"Probably by the power core!" Zod shouted back as he used his eye-beams to bisect a second robot. "I need a squad!"

"Sir, I have Kandor!" Faora shouted as she hefted the force-field enclosed miniature city.

"Take it to New Krypton! And those planets too!" Clark ordered. "General, which way?"

" **resistance will not be allowed."** Brainiac stated as more skeletal robots entered the battle. **"i have now modified my primary directives to allow me to utilize lethal force against kryptonians. please surrender rather than continue to cause damage that i will have to repair. field at ten percent and rising."**

Clark joined Zod by one of the rear hatches even as a silvery blur grabbed one of the floating planets and vanished back through the portal. Together they ripped the doors out of the hatchway and hurled them at the incoming robots, reducing them to scattered scrap.

"Let's go!" Zod shouted as he accelerated down the corridor, Clark close behind him as they charged towards Brainiac's seat of consciousness.

.

"… _and if anyone can take down the_ things _projecting the field that's about to turn us all into a glowing nightlight, do it!"_ The voice over the radio half-shrieked. Magneto looked up, then he _stretched_ his senses out.

"Only one within my range…" He growled. "I guess it will have to do."

Stretching out a hand, he made a fist and, several hundred miles above him, a single satellite crumpled inwards, turning itself into metallic space debris.

.

Galatea Cain gritted her teeth as she flew through yet another of the satellites threatening the Earth. Her husband and adopted daughter were relying on her and no matter the cost to herself, she would not let them down.

She was a hero now, and heroes saved people.

Even if she died, it would be to make sure that her daughter would live.

"This is for you, Polaris!" She whispered as she spied another satellite.

.

"Targets are generating electronic countermeasures! Unable to get a lock on them!" the New Olympian at the weapons console reported.

"Tell the fighters to use visual targeting and then move us in closer to do the same!" Captain Allen commanded. "Comm, check with the other ships to find out if they're having the same issues and pass the word to deploy all fighters or we're going to lose our home-world!"

"Aye, captain!"

.

"Dammit." Marko Cain growled as he looked up at the brief pinprick that marked the destruction of yet another satellite. "There has to be _something_ that I can do?"

"Sire!" Blink half-shouted as she dropped out of a portal. "King T'Challa is requesting your presence!"

"Really?" Marko asked, then he accepted his helmet from the soldier carrying it for him. Donning it, he triggered the clamps to hold it secure. "Then let's move!"

.

_The Silver Samurai stared silently skywards, suppressing sighs of sadness._

"No I wasn't."

Ichiki Hisako dropped her notepad at Harada Kenichiro's deadpan comment.

"Practicing your alliteration, were you?" He asked, picking up the notebook and looking once again at the English sentence before handing it back and looking upwards.

"It should have been _sorrow at seeing serious skirmishes stipulating swords should stay sheathed._ "

Hisako's jaw dropped in shock at how Kenichiro had effortlessly finished her planned sentence.

"I look forwards to hearing your Haiku about this day." He added before vanishing back inside, leaving Hisako to stare once more at the battle above the atmosphere and wish that her ability to generate psionic armor also let her fly.

She hated being helpless.

Once was more than enough.

.

"Three down!" Iron Man shouted as his modified repulsors turned another of the energy-field relays into scrap. "Where's the next one?"

"Bearing one five seven will take you to one that is currently not being targeted, sir." Jarvis replied. "Be aware that the field strength is still increasing. No less than seven hundred and twelve more satellites will need to be destroyed to permanently destabilize the field. The other satellites are re-configuring to cover the gaps being created."

"Not good." Tony growled as he used his thrusters to head towards his next target. "Good thing that Harry's safe on New Krypton."

" _Aye, though my mother would be happy to look after him on Asgard should the need to hide him arise once more."_ Thor said over their comm as he used Mjolnir to destroy another satellite.

.

Polaris Cain floated high above Genosha, the oxygen mask allowing her to breath in the rarefied atmosphere. _Reaching_ out with her senses, she located one of the satellites and used her power to twist the insides of it, causing it to explode in a shower of sparks and plasma.

"Mom, don't die." She whispered to herself as she _searched_ for another one to destroy.

.

A beam of red energy barely missed Clark, but the Kryptonian following him wasn't so lucky and Clark ripped out the offending emplacement even as the lifeless body of the one who had been hit slammed into the deck.

"It should be through that door!" Zod shouted as he ripped the other defensive cannon out of its mountings, then he staggered backwards. "Dammit… there's _kryptonite_ in those panels!"

"Then this is a job for… The Juggernaut!" Marko Cain declared from behind them. "Coming through!"

The armoured monarch accelerated past the shocked Kryptonians and slammed into the doors, their incredibly-strong construction and reinforcing tech no match for his demonically-enhanced mutant power. The doors scythed inwards, smashing into delicate crystal arrays which were then further smashed by the Genosian king.

"… **this event does not compute! re-routing systems to compensate for… systems unable to be re-routed… does not compute… does not… does… not…"**

The lights flickered, then went out along with the artificial gravity.

"It's done…" Zod breathed in shock. "After all these years… Brainiac is no more!"

Clark closed his eyes for a moment, then grinned.

"The field's dissipated! The remaining satellites are being destroyed even as we speak!"

Zod returned his grin, then his expression turned sober as he looked down the passage and the motionless bodies floating in it.

"Yes, we have won, but at what cost, my friend? At what cost?"

.

* * *

.

"…and so Blink and I jumped to the Embassy and through the Gate, then she Jumped us to Gatekeeper." Marko explained as Clark towed him through Gatekeeper's Portal and back into the Moonbase. "I came through and Morph switched to a telekinetic form in order to boost me to your aid. Second time someone's thrown me to exactly where I was needed."

Zod lifted an inquisitive eyebrow at Clark.

"I threw him at Magneto's floating base once."

"And as a result of that, I became a king." Marko laughed before sobering. "General… the fourteen who gave their lives to clear the way for me and to protect you… when is their funeral being held? I… wish to attend. They were true warriors."

"They will be granted warrior's funerals." Zod stated. "As we Kryptonians gain our power from the Sun, so shall they be sent into it in one final voyage."

Marko nodded. "Of course."

"I'll break the news to Az-Lan's fiancee." Foara said quietly. "She deserves to know how he died."

"She was to marry him?" Zod asked. "Then she will be granted the Bereavement Pension. Hopefully, his spirit will rest easier knowing that she is provided for."

"Fourteen dead, all Kryptonians." Marko sighed. "Dammit, that's over a _quarter_ of all the adult Kryptonians. Let's hope that no-one else decides to try anything for a while."

.

"The threat is over _already_?" Bolivar Trask asked in shock.

" **Early reports indicate that almost half of the Kryptonians who participated in the main assault have died."** Master Mold stated. **"With the numbers of Kryptonians reduced by a quarter, the probability of success has risen considerably."**

"When would be the best time to begin?" Trask asked, his eyes lighting up with eager anticipation.

" **Psychological situational analysis indicates the optimum time would be in one point three days."**

"Excellent." Trask gloated. "At long last, humanity will be purified!"

"Perhaps we should consider trying to gain control of the craft that this… Brainiac used." Doctor Zola added. "The fact that they lost so many Kryptonians trying to capture it indicates that there are many treasures aboard that may help us in the future."

.

"Kandor." Doctor Doom repeated as he examined the enclosed city carefully. To one side, Tony Stark, Bruce Banner and Reed Richards were using holo-boards to scribble equations and run simulations. "How many Kryptonians are in there?"

"The last census before Brainiac's intervention was about sixteen and a half million." Zod said in a quiet voice, his gaze fixed on one microscopic figure. "Including my wife… Ursa Dru-Zod."

Doom looked at the Kryptonian General for a long moment.

"I know the pain of losing a loved one too." he said, foregoing his usual bombastic style of speaking. "If it is within my power, I shall see the two of you re-united once more."

"Victor, we need a fourth opinion here!" Reed called. "We think we've found a way to reverse the shrinkage!"

Zod stared at the trio in desperate hope.

"You may wish to prepare a place to put Kandor." Doom noted as he turned to join the trio of scientists. "So, show Doom what you have and Doom will demonstrate how to do it better!"

.

"Sixteen million." Xavier repeated in a shell-shocked voice. "The knowledge of what _fifty_ Kryptonians could do at full power was terrifying enough, but… _sixteen million_?"

"It won't be that bad, not for a while." Clark said reassuringly. "For starters, it took Zod and the others almost a full year to fully power up. Sure, they got many of the powers within the first couple of weeks, but building up the reserves to allow you to use the powers for prolonged periods? That takes months, if not years. I could easily outlast a dozen newly-empowered Kryptonians with only minimal injuries. However, we are keeping it quiet for now. Better to present it as a done deal than put up with protests and sabotage as people try to prevent the Kryptonian race from being revived."

"I can see your point." Charles agreed.

"That reminds me." Clark said thoughtfully. "When they do un-shrink Kandor, I'll need to borrow Jean for a while… and do you know any other telepaths who can connect with Kryptonian minds?"

"I believe that Sage can do so." Charles mused. "As for others… none whom I would trust come to mind…"


	9. Funeral

The _Golden Feather_ floated motionless to the stellar north of the Sun, equidistant from both Earth and New Krypton while its bow pointed at the giant globe that was the system primary.

At the front of the open bay, fourteen crystal coffins floated above the reprogrammed gravity-plates. A small, crystalline drive unit was affixed to the end of each coffin, waiting for the activation command.

Behind the coffins stood General Zod and Clark Kent, both in their formal outfits but with their normal colors replaced with black and dark grey. Around the edge of the bay and filling most of the floorspace were two hundred people while hovering cameras allowed the inhabitants of both planets to watch.

"Ladies and Gentlebeings, we are here today to honor the sacrifice of the Fourteen." Zod said, his voice projecting clearly due to his (recently learned) oratory skills. "We are here to remember their lives and to salute them as they pass into the Light, to live with Rao as his true companions."

Zod stopped and Clark took over.

"We of two worlds are here to pay tribute to them, their courage, their bravery and their willingness to make the ultimate sacrifice to save uncountable millions of lives.  
"May Rao welcome them as his own."

The lights in the bay dimmed, leaving only the spotlights shining on the coffins and the stars outside the atmospheric shield.

"From the stars we came, to the stars we return." Zod said, his voice filled with sadness. "We send these warriors to Rao's side, may they watch over us."

The drive systems on the coffins began to power up and Zod bent his head.

"Az-Lan of Kryptonopolis, Bal-Tar of Argos City, Baz-Yl of Fultar, Cas-Tiel of Kandor, Fao-Har of Kryptonopolis, Jak-Zon of Kandor, Iph-Ro of Valtho Island, Kail-On of Rao's Vale, Lar-Fir of Tandor, Nor-Far of Argos City, Tar-Fir of Tandar, Tion-Gri of Kryptonopolis, Urd-Jax of Yeffar and Zax-Xon of Kryptonopolis. They gave of themselves that we may live and so we honor their sacrifices as we watch them depart on their final voyage."

As Zod spoke each name, the coffin carrying the deceased Kryptonian in question slid forwards, through the energy shield and into space. By the end of his speech, the coffins were receding into the distance, their faceted surfaces catching the starlight briefly as they flew in a line on their final journey, carrying their cargo to the sun.

The silence in the bay was almost solid, the only noises being the occasional rustle as several of the attendees wiped away the tears flowing down their cheeks.

.

In the Xavier mansion, Charles closed his eyes as the aura of sadness and mourning pressed against his mental shields. Beside him, Jean Grey clung to Scott as the emotions of the Academy students washed over her.

.

Marko Cain stood at the top of the steps to the Imperial Palace, his daughter in one arm and his wife in the other as the three of them stared up at the sky. Although they couldn't actually _see_ the coffins (with the probable exception of Galatea), they had chosen to stand vigil for the ceremony, a decision that had been applauded and copied by virtually the entire population of Genosha.

Polaris snuggled closer to her father, her gaze fixed on the sky and her mind remembering the few of The Fourteen that she had met during various diplomatic functions...  
…and whom she would never meet again.

A tear made its way down her cheek. Although she didn't notice it, the picture of her crying for the fallen would grace the cover of a great many publications the next day.

.

Magneto stood atop the cliff in which his latest base had been built, his helmet tucked into the crook of his elbow as he stared into the night sky.

"Ironic." He mused to himself, although his Acolytes were close enough to hear his every word. "My life was saved by a metahuman when I was young, it was that which convinced me that only those with powers could truly be trusted."

For a long moment, Magneto remained silent, then he spoke again.

"Were I still the person I was back then, I would have taken the recent events as proof of my beliefs. But I am not that man… not that boy.  
"The Fourteen died to save _everyone_. They gave selflessly in order to protect not just those with powers, those gifted with special abilities, but _everyone_. All people, human, mutant and Kryptonian.  
"I look at them and I see that my old friend was indeed closer to the truth than I was. It is not what one _is_ that matters, it is what one _chooses_.  
"I only hope that I have not already burned the bridge that I need to take."

The Acolytes exchanged glances. While most were confused, several had understood what he was trying to say.

But not all of those who understood him agreed with his conclusions.

.

On the Iron Man Landing Platform on the Avengers Tower, the Avengers and their friends stood silently. Tony Stark was clad not in his armored suit, but in the finest formal suit he owned, Pepper Potts standing next to him wearing a black dress and a veil, their hands intertwined. Steve Rogers was clad in his army uniform as he stood saluting the fallen, Kara Zor-El standing beside him wearing a black version of her normal uniform. Thor stood on the other side of Tony Stark, Mjolnir held high in respect while Jane Foster stood beside him.

Behind them stood the other Avengers and their allies. Clint Barton and Natasha Romanoff held young Harry's hands as he looked round in confusion, not understanding why the adults were so sad. Bruce Banner stood slightly to one side while Remus Lupin stood with them, his eyes moving from the sky to Harry and back again as they kept their vigil.

.

Odin stood on the Bifrost beside Heimdall, his gaze fixed on the projected image of the funeral. Arrayed behind him were his wife Frigga, Sif and the Warriors Four and the assembled nobles and renowned warriors of Asgard.

All of them mourned the fall of the Fourteen and many regretted that the situation had escalated so fast that they had been unable to reach Midgard in time to provide aid.

.

Sarge held the salute as the First Metahuman Company stood in unmoving formation. In front of them, the flags of New Krypton and America were both at half-mast to show respect to the fallen.

The only member of the FMC not standing to attention was Veteran. The seventy-year-old soldier sat straight as he could in his wheelchair while Airstrike, Wingman and two other fliers passed overhead in the "Missing Man" formation that pilots had used for decades to mark the passing of their own.

It did not matter that The Fourteen were not American. They were soldiers and soldiers knew their own.

.

"Fourteen Kryptonians fewer." Wilson Fisk stated as he watched the ceremony being projected onto the wall of his office. "Of course, that still leaves over forty of them."

"Yes, sir." Alistair Smythe said as he paged through reports. "Given that we now have proof that Kryptonians _can_ be killed, perhaps we could _acquire_ some of the technology that this Brainiac utilized…"

"An excellent idea, Smythe." Fisk said jovially. "Start making the necessary investments."

"Of course, sir."

.

.

"I hate funerals."

Clark looked round to see a dark-skinned man standing beside him, contemplating the buffet that had been laid out. A moment's thought allowed him to remember his name and where he was assigned.

"As do I, Rhodey." Clark replied, earning a slight twitch upwards of the corner of James Rhodes 'mouth. "It never gets easier."

"I know some people for whom it did." Rhodey replied soberly. "They're all people I wish I _didn't_ know."

The duo remained silent for a long moment, then Clark glanced round.

"Is… _she_ here?"

"She is." Rhodey said, then he chuckled at how Clark tensed. "Don't worry, she's got over her crush on you."

Clark sagged slightly in relief, causing Rhodey to chuckle once again.

"I'm afraid I haven't really been keeping up to date on the other teams." Clark admitted. "How are your West Coast Avengers doing?"

"We're doing good." Rhodey replied. "Most of the crazies and hard-hitting supervillains tend to head to New York for some reason. We generally get those too stupid to leave, those arrogant enough to try and take us on or… _others_."

"Stilt-man?" Clark grinned, having remembered that particular report and Rhodey winced.

"Yeah. _Him_. Hank took him down but… that encounter taught me not to underestimate people. Especially those who have stupid themes. They tend to have at least _one_ nasty trick stored away."

"I still remember Doreen's _Squirrel Avalanche_." Clark admitted.

"I heard that she once took down Doom with it." Rhodey smirked.

"You may have to ask Sue Richards about that." Clark supplied. "She was part of the operation in question."

"I've seen the picture." Rhodey laughed. "Doreen has it mounted above her mantelpiece."

Clark smiled at the comment, then looked around.

"Zod's authorized QNA samples from The Fourteen for use in creating new Kryptonians, although they _won't_ be told of their origins." He stated. "He said that although The Fourteen should live once again, putting that much pressure on a child is a surefire way of causing them to go supervillain."

"I agree." Rhodey said with feeling. "Nothing's guaranteed to cause more problems growing up than unrealistic expectations. Speaking of Kryptonian kids, how are the new generation coming on?"

"All of them are currently well-adjusted and making friends at kindergarten." Clark smiled. "One or two have been marked as needing extra attention, but it would seem that overall, nurture trumps nature when applied from birth."

"Given how much power you people have, that's probably wise." Rhodey nodded. "I'd hate to think about the amount of damage that a rogue Kryptonian could do."

"Yeah…" Clark winced. "Speaking of… if a certain project pans out, I'd recommend that SHIELD makes as many Kryptonite bullets as possible. And Red-light cages. We may need them."

Rhodey stared at him, his face noticeably paling. "What project?"

.

* * *

.

"General? If you could press the button?" Tony Stark prompted and Zod tore his gaze away from the sight of the shrunken city of Kandor floating in the middle of the huge crater that had been excavated for it. Behind him, the first of many food convoys were ready to move in, as well as the team of Kryptonians whose sole mission was to remove the (fortunately automated) Gravitonic Power Station as quickly as possible.

Reaching out, Zod paused for a long moment.

"This… will change everything."

"Meh, lack of change equals boredom." Tony shrugged. "Besides, think of how much more Kryptonian Tech is in that city, just waiting to be duplicated and enhanced. If you don't push the button, _I_ will."

Zod gave the multi-billionaire a wry glare, then gently pressed the big red button. Several dozen miles away, the city of Kandor started to glow as the tech wrapped around it did its job, then it expanded rapidly, pushing the air outwards in a near-gale-force blast. The city seemed almost insubstantial for a moment, then the building solidified as if someone was paint-brushing them from an alternate dimension.

"Now!" A shout echoed and a dozen shapes blurred over the glowing city. An instant later, the shining buildings began to dim as their main power source was forcibly removed and flung into orbit.

"Get the Hyper Tap into position!" Zod ordered over the communicator and the platform on which they were standing was briefly cast into shadow as two starships passed overhead, a Hyper Tap power generation station slung between them.

"If you will pardon me, gentlemen." Zod said, then he was gone.

"Well, that was… odd." Tony said, causing Reed Richards, Bruce Banner and Victor von Doom to all nod in agreement, Doom stopping the instant he realized he was agreeing with his long-time rival.

.

Ursa Dru-Zod blinked, her hands clutching the railing of her balcony. One moment, the Dome had been forming over the city, a protective field that had been conceived by her beloved husband, then the dome had flashed and vanished, leaving the entire landscape around the city changed beyond recognition.

A massive explosion sounded and she leaned across to see the Graviton Plant that powered the city ripped out of its foundations by an unknown force and hurled up into the skies. A moment later, a new building was lowered into place by a pair of Kryptonian Defense Force starships, but starships that somehow looked slightly off…

"What happened?" She whispered to herself.

"That is a long story, my beloved." Zod's voice replied and Ursa's eyes widened in shock as her husband flew down from above to come to a stop in mid-air barely an arms-length away.

"…zod?" She whispered as the world seemed to whirl away into blackness.


	10. Revelations

"Uuuuuuh, what happened?" Ursa moaned as she regained consciousness to find herself lying on her sofa. "Did I really see Zod _flying_?"

"Much has changed, my beloved." Zod replied, love suffusing his normally stern voice and Ursa realized that she was lying with her head on his lap, his fingers gently stroking her hair. "For you, it has been barely an hour since we parted, but for me, it has been years, and all because of Brainiac."

"I… don't understand." Ursa admitted as she let Zod help her sit up. "What happened? And… you can _fly_? How?"

"You shall be able to in time, my beloved." Zod said, gently cupping her face in his hand as he looked at her, almost drinking in her appearance. "It is perhaps the one thing I can thank that accursed computer for, that he took my plans to preserve as much of Krypton as possible and perverted it, yet in doing so, he kept you safe…"

"Krypton is… no more?" Ursa gasped as the implications sank in and Zod nodded.

"My old friend's predictions were correct. He… did not make it. My people and I did only because we were no longer on Krypton when the core imploded."

"No…" Ursa whispered. "Jor-El is dead?"

"But his son lives still." Zod stated, a proud smile on his face. "Indeed, I call him friend and ally for it is he that laid the foundations for our race to rise once more, my beloved. Please, trust me."

Zod stood and offered his hand to Ursa. When she took it, he scooped her up into a bridal carry and walked out to the balcony.

"Let me show you what powers our new home has gifted me, and will gift you as well." He said, then he rose into the air, rising high above the city as Ursa clung to him.

"…zod?" She quavered and her husband smiled reassuringly as the city began to flow past beneath them. A moment later, a man who looked heartbreakingly like Jor-El joined them, a red cloak fluttering behind him.

"Clark."

"General." The new arrival replied. "And I assume that this lovely lady is Ursa?"

Zod nodded as they descended and Ursa stumbled slightly as she was lowered to the ground, then she blinked in shock at the sight of a blue-skinned woman giving the Jor-El lookalike a deep kiss.

"My beloved, meet Clark Kent, also known asKal-El, son of Jor-El, and his wife, Raven Kent. Clark, Raven, this is the one who is the light of my life and the warmth of my soul, Ursa Dru-Zod."

"Kal… El?" Ursa repeated, staring at Clark. "But… you were a _baby_! You fell asleep in my arms!"

"Should I be jealous?" Raven asked, then she grinned. "Do you have baby-photos?"

Ursa stared at her for a long moment, then her eyes flicked over to Clark's expression of mingled amusement, embarrassment and exasperation.

"I thought you'd already seen the ones mom showed you." He half-complained and Ursa gasped.

"Lara's alive? Lara Van-El?"

Both Zod and Clark exchanged a long look and Ursa's burst of joy faded. "She… isn't?"

"She passed away when Krypton exploded." Zod sighed. "Clark was referring to the woman who adopted him, Martha Kent and her husband, Jonathan."

"After Dad died, mom moved to the Xavier Institute to help train the new generations of heroes." Clark explained. "The students love her, her cooking is _amazing_. One of the first things my team did was have a Martha-cooked meal together, it really helped to make it into a _real_ team. You know, I think you should take her to meet mom. Jean can give her English too."

"English?" Ursa repeated curiously. "What's that?"

.

.

"The third convoy is on its way to Kandor now, the New Kryptonians are… you know, that sentence actually doesn't really work with all of the _new_ New Kryptonians… or would they be _old_ Kryptonians… old _new_ Kryptonians…?"

Several members of the Protectors hid their smiles as Clark failed to extricate himself from his convoluted sentence, then T'Challa coughed.

"So our intervention is probably not required?"

"Not at this time, no." Clark said, shooting him a look of gratitude. "Israel and New Olympus have the matter in hand and apparently quite a few of the new arrivals are already moving to New Kryptonopolis, apparently mainly due to the larger apartments."

"So we can relax for now." Connor smiled, only to freeze as Clark, T'Challa and Isaiah all glared at him. "What?"

"You just invoked Murphy's law." Betsy sighed as she cradled her head in her hands. " _Something_ is going to happen, something bad."

"That's just superstition." Connor protested.

.

 **"The time has come."** Master Mold declared. **"It is time to initiate the Bio-Sentinels with the area around Bayville being the first region to be activated."**

"Master Mold, may I be the one to start the operation?" Boliver Trask asked, his expression eager. "This is the culmination of all my hopes and plans… the final stage to bring the Mutant Problem under control."

Master Mold stared at her primary agent for a long moment, then slowly nodded. One of the display screens reconfigured to show a large red button on a grey background.

**"You may initiate the signal, my Prime Sentinel."**

Boliver grinned ferally as he walked over to the screen and lifted one finger.

"And thus it begins!" He declaimed before tapping the screen, causing the button to flash from red to green. Master Mold turned most of her attention to the activation protocols and tactical feedback, but a tiny portion of her silicon mind pondered on how Trask would react should he discover that the screen in question hadn't actually been a touch-screen and Master Mold had faked the button-push in order to allow him to continue to believe wrongly that he was serving her of his own free will.

From the doorway, Bastion watched, his face emotionless and Master Mold diverted another tiny portion of her awareness to monitor him. Although he had been very useful, the chance that he would decide to turn against her and try to seize control himself sometime in the next year or so was a worryingly high 21.513 percent.

The attention she was paying to him would need to be increased.

Subtly.

.

The signal was a complex multi-phase energy pulse that was transmitted on the border between realities. The very nature of the signal gave it a range measured in light-minutes while the actual source of the signal was virtually impossible to localise, even by Kryptonian sensors and analysis programs.

Despite the complexity of the signal, the actual information that could be carried inside it was minimal due to the requirement for a stable energy-matrix for propagation. Any attempt to incorporate more than minimal data would compromise the signal to the point that it would collapse after only a few meters.

However, the data that could be carried, properly encoded, was more than enough to deliver the activation signal to specific groups of receivers, each group being defined as being constructed by nanites from the same source.

One of the compromised Kryptonian Med-pods.

Despite her best efforts, Master Mold had managed to insert the required programming into less than one in fifty of the med-pods. Due to the need to generate the required nanites without activating the alert programs, less than one in ten patients for each pod were secretly implanted with the nanites in question, nanites which themselves carried complex programs, including plans for a receiver smaller than the last joint of a small child's little finger.

A receiver which had just been activated by the signal.

And which had passed the command on to the nanites that had been lying dormant in the flesh of the one they had been placed in.

Since no-one had detected the signal, there was no warning.

Surprise was total.

.

"…and she said, _that's odd, it didn't do that yesterday_!" Marcus finished, causing the two of his friends to laugh while the third had the unfortunate timing to be drinking as he said the punchline. The resulting spray of sode was quite impressive and only added to the hilarity of the moment.

"Dammit, Marcus, how do you _know_ jokes like these?" Simon asked as he used his mutant power over liquids to clean the soda out of his clothes, then at William's nod, he pulled the soda out of William's clothing too, leaving it dry. The collected liquid flowed through the air to the nearby drain, where it poured itself away.

"Family reunions." Marcus grinned. "My uncle's in the Navy and he- _uuurk!_ "

Marcus suddenly stiffened, his skin going pale, then he fell over, convulsing.

"Get help!" Simon shouted and William dropped his cup as he sprinted back into the cafe to alert the staff. "Marcus! What's happening?"

Marcus screamed as his skin took on a silvery hue, then red panels seemed to ooze out of his skin, forming a combined collar and shoulder armor. The rest of his body turned metallic-blue, shifting in ways that shredded his clothing, then he stood.

"…marcus?" Simon asked nervously, looking at the thing that had less than a minute ago been his friend.

"Mutant detected." The being stated in a gravelly voice totally unlike Marcus' slow accent. "Primary mission engaged."

The being's right hand clenched, then fragments of Simon's skull went flying as the being's fist ended his life.

"Mutant deceased. Scanning for additional targets." The being stated, turning to the cafe where the owner was in the door, frozen with horror. "Additional targets located. Commencing termination protocols."

The cafe owner, whose mutant power was that he was heatproof, died half a second later.

.

"X-gene detected. Commencing neutralization."

The frantic mother tried to hit the blue-and-red being reaching for her baby, but she was picked up in one hand and thrown across the mall. The being then started to reach into the pram for the sleeping child, only to be tackled by a pair of security guards.

"Warning. Any further attempt to prevent the purification of humanity will result in your termination. Do not interfere."

The larger guard moved to put the attacker into a headlock, only for the being to reach out and punch into his chest, pulling out his still-beating heart.

"Obstacle one, terminated."

A gunshot rang out and the sentinel turned to face the younger security guard, the bullet that had been fired at it landing on the floor.

"Hostile activity confirmed. You are now a designated hostile and will be terminated."

A second blue-and-red being landed behind the guard and grabbed him, twisting his head so that his neck snapped. The first being rose into the air and flew after the fleeing mother, ignoring the screaming crowd trying to escape.

"Place the mutant on the ground and move away from it. All mutants must be terminated."

.

The school fire alarm triggered even as the first screaming students flooded out of the school, some of them with blood splatters on their clothing. One student was halfway through the door when a force-blast from behind caught him in the lower back, flinging him forwards with an impact that snapped his spine.

"Dammit!" Hank McCoy swore as he tackled the being that had once been a student, wrestling it so that its hands no longer pointed at the flood of students trying to escape the war-zone that minutes earlier had been a peaceful school. "What the hell are you?"

"Mutant detected." The being said, its glowing red eyes locking onto the PE teacher. "Termination protocols initiated."

Hank growled as he threw his not-inconsiderable strength into preventing his adversary's hands from getting into a position where they could unleash one of the lethal blasts, but he could feel his strength beginning to wane as _something_ sapped it in a manner not too dissimilar (albeit slower) to a Power Neutralizer Band.

The being managed to force a hand into position and Hank stared at the gathering glow, then the thing shuddered and collapsed.

"What the hell _is_ that thing?" Ray Carter asked, his hands crackling with electricity. "When I hit it with a stun discharge, it barely twitched! I had to zap its spine to take it down!"

"Someone help!" A scream echoed as a wall exploded outwards. Ray and Hank didn't even pause as they sprinted towards the new threat, electricity wreathing around Ray's hands.

.

"Emergency on Earth! All heroes to Earth immediately!"

The siren and announcement cut through the Moonbase and Connor stared in shock at the speaker unit.

"It's not my fault!" He protested before sprinting to the deployment room.

**Notes for the Chapter:**

> Master Mold's plan is going to leave a great many people traumatized and will have huge echoes…


	11. Genocide

" _Nick, what's going on?"_

Nick Fury glanced at one of the constantly-updating tactical holoscreens before he replied to Clark's question.

"It isn't good, Clark. We've already passed the alert to every single organisation that uses powers that we know of. _Something_ is turning random people into… _bio-Sentinels_ , and we don't know what's causing it. Several of our agents were affected… Clark, whatever causes the change wipes their personalities beyond recovery! Sage was training up some of SHIELD's telepaths when one of them _changed_ , she _felt_ his soul pass beyond."

The silence from Fury's earbud was more eloquent than any amount of cursing.

"My people are trying to find the pattern, there's no way that this is just a random phenomenon." Fury continued. "In the meantime… there's only one thing you can do.  
"Destroy the bio-Sentinels.  
"Before they wipe out all of Mutantkind…"

.

The bio-Sentinel fired a blast of energy at the small girl screaming in terror in the middle of the playground, only for the blast to be deflected by someone jumping in the way.

"Not today, tin man!" Jennifer Walters growled as she grabbed the Sentinel and punched it so hard that its head caved in. With its primary control computer destroyed, the Sentinel collapsed and Jennifer tapped her earbud.

"Destroyed another in Central Park, it was about to kill a small girl." She stated. "Need a pickup and transfer to New Krypton for her ASAP."

"Already here!" A voice said and She-Hulk's eyebrows shot up in surprise as Pietro Maximoff appeared in front of her. "Dad told me to help out wherever I can, so here I am. What needs doing?"

"Get her to the Angel's rest." Jennifer commanded. "They'll get her details, contact her family and take it from… _Watch out_!"

A blast lanced towards the sobbing girl as She-Hulk tried to block it, but the angle was too wide for her to get to where she needed to be and she could only watch as the blast…  
…lanced through the empty space where the girl had been.

"Thanks, Quicksilver." She breathed in relief even as she grabbed a tree, ripping it from the ground and using it to smash the new Bio-Sentinel into the ground. "She-Hulk to all points, Quicksilver is in New York and he's on our side for now."

The shattered tree shifted as the Sentinel forced its way up, only to be met by a descending fist. The sparking, leaking remains slowly toppled over as She-Hulk jumped away, seeking out more of the things to destroy.

.

"… _and in breaking news, terror strikes America as humanoid robots go on a killing spree!"_ The Newsreader stated, his face showing none of the levity he was normally known for. _"Casualty reports have already exceeded thirteen thousand despite the best efforts of the combined Superhero teams. Early reports indicate that Australia and the United Kingdom of Great Britain are also under attack by these strange entities, beings which seem to exist to only kill mutants, no matter their ages…"_

"No kidding!" Hawkeye gasped as he dived below another attack that removed the last of the glass from the panoramic window, taking out the giant television in the process. "This sucks!"

Another beam lanced towards him, only to be deflected by a well-thrown shield and Hawkeye used the chance to nock and fire an arrow at the Sentinel that had just tried to kill him.

" _Sirs, you need to hear this._ " JARVIS declared.

"Bit busy here!" Hawkeye yelped as a Sentinel landed and strode forwards in an attempt to engage him in hand-to-hand, only to be decapitated by Steve Roger's well-aimed throw. "Where the hell is Tony when we need him?"

.

"Please disperse peacefully and return to your homes!" Iron Man broadcast as he hovered in front of the growing mob.

"Hell, no!" The leader shouted as he waved a ' _Church Of Humanity_ ' flag. "It's time to wipe out those mutie freaks! Let's purify humanity!"

"Of all the times to get infected by Cap's preference for non-lethal actions…" Tony grumbled to himself as he prepared the flash-bangs for firing.

.

* * *

.

"…what."

"It's confirmed, sir." The operative reported. "Every person who has been confirmed as being transformed into a Sentinel was once cured by Project Rao's Blessing."

"Dear God." Fury whispered. " _Millions_ of people have been treated by the med-pods…"

"Early indications are hopeful that no more than a hundred pods have been compromised." The operative offered hopefully. "Forge and Tekmage are already examining one of the pods in question."

"Tekmage?" Fury repeated, caught by surprise. "Isn't he one of Magneto's Acolytes?"

"He is." A voice said and Fury spun to see Magneto himself striding onto the bridge, a quartet of SHIELD agents following him warily. "I have tasked _all_ of my Acolytes with countering this newest threat. My powers… do not seem to affect these new Sentinels, though, so I came here. Do we yet know what, or _who_ is behind this?"

"Not yet." Fury growled. "But when we do…"

"Then I shall volunteer to be on the team you send." Eric Lensherr said, his face set with determination. "I shall aid them to the best of my capability, mutant, human, Olympian or Kryptonian. You have my word."

"If whoever or whatever is behind this situation had just waited _one_ more week, we'd have been able to get enough help to stop this ongoing catastrophe." Fury growled and Eric lifted an eyebrow.

"How so?"

"Let me tell you about Kandor…"

.

"…and so, with the aid of the protectors who have been bestowed upon humanity by the will of God Almighty, humanity shall regain its true state of purity!" The Supreme Pontiff declaimed as he stood on the hastily-assembled stage in Times Square, four of the Bio-Sentinels standing guard, one at each corner. Occasional shadows flashed across the crowd as silver-skinned Sentinels, each standing twelve feet tall, flew overhead, scanning the city. "Let us embrace the power granted to those selected to protect us from the wiles of the Devil and they shall lead us into a new day of peace and prosperity, a new Eden unsullied by the stench of mutants! The light of the Lord shines through his chosen instruments and the darkness shall be burned away! Let us celebrate the Guardians and may the Church of Humanity be preserved under their benevolent gaze forever!"

As if to punctuate his speech, a bolt of lightning arced out of the Stark Tower, catching almost thirty of the flying Sentinels and turning them into burning balls of flame.

"Behold the struggles of the mutant-lovers, the traitors to humanity!" The Pontiff shouted, pointing at the tower. "Join with the Sentinels and let us reclaim first this city, then this country, for the true humans!"

.

" _Sir, the crowd around the base of the tower has just changed into a violent mob._ " Jarvis stated.

"I hadn't noticed!" Tony snarked as several bullets bounced off his armor, leaving smears of lead but no other evidence of impact. "Secure all the lower levels while I go and help Point Break with those knockoffs buzzing _my_ tower. Where's Legolas?"

" _He is currently safe at the Moonbase, sir, receiving treatment for his broken arm. However, due to recent developments, all of the Med-Pods have been taken off-line until they can be checked for sabotage_."

"Fuck." Tony growled as he arrowed upwards, his gauntlet-laser neatly decapitating a bio-Sentinel that hadn't seen him coming. "That'll keep him out of action for several weeks."

An alarm sounded and Tony reflexively spiraled out of the way, his conscious mind not even registering the slight flash of red that had told him where the attack was coming from, nor did he pay attention to his own instinctive counter-attack which resulted in one of the silver sentinels being blasted to pieces by a micro-missile.

"What are those larger models?"

" _Analysis of the sensor reports indicates that they are comprised of reinforced actuated skeletons holding a processor unit and power supply. Over three-quarters of their mass, however, is comprised of re-actively-adjustable micro-units that can be reconfigured into a variety of shapes and systems, including projectors for various attacks or energy fields._ "

"Damn things are able to modify themselves to counter their targets?" Tony gasped. "Who the fuck came up with such a thing?"

.

"Losses seem… higher than anticipated." Doctor Zola mused as he perused the datastreams.

" **Nevertheless, our reserves are still above the levels estimated for this portion of the plan, Bastion."** Master Mold replied calmly. **"Have you completed the programming to allow the bio-Sentinels to generate their own transformation nanites?"**

"Almost." Zola replied as he turned his attention back to the code that was de-bugging. "I would like more time to test it to ensure that it doesn't conflict with any of the other programming… Perhaps we should only upload it to a small number first, just to be safe?"

"… **A valid concern, Bastion. Very well, queue the program for uploading to half a percent of the bio-sentinals and have them report any problems so that they can be corrected."**

"As you command, Master Mold."

.

"Where the hell's the programming code?" Tekmage growled, looking at the relatively small bundle of coding that he and Forge had teased out of the compromised med-pod. "There's no way that this causes the changes, there isn't enough coding for that!"

"I agree." Forge said, using his power to interface with the console and highlight three-quarters of the scrolling text. "This is the instructions on how to _build_ the nanites. _This_ part is the programming loaded _into_ the nanites… there's nothing left over and the amount of coding isn't enough to replicate what we've seen. This _must_ be what's causing it, but there's no way that it _can_ be causing it."

Tekmage stared at the coding, a contemplative frown on his face. "Maybe it isn't… directly."

Forge turned to look at the technopath in confusion. "Directly?"

"This coding is enough to build… a small memory drive and central processing unit, with enough left over for a wireless modem. The nanites construct it… probably in the lower abdomen as there's enough room, and then contact a central processor via the internet. New instructions get uploaded and acted upon, a stage at a time. New systems get uploaded and constructed, changes made to the host's body and feedback tells the central control what stage the host is at, whether or not it can be activated."

Forge stared at Tekmage, then his gaze was almost dragged back to the screen.

"Shit, yeah. This is so not groovy, but I think you've nailed it. Just _here_ are the instructions for the internet link… looks like a rotating code of some sort. Must be a heavy load of security at the other end… not sure we can trace this link. It goes through a server too well known for its privacy policy…"

"I heard a rumor that the Kingpin uses it to control his businesses." Tekmage confirmed. "The security on it is _insane_. Even _I_ bounced off when I tried to hack it."

"So… we've come this far to hit a dead end…" Forge sighed.

.

"Smythe!"

Alistair Smythe stared at the form crumpled on the ground, then up at his boss who was wiping his hands clean as around the office, several of his underlings stared in shock at his display of strength.

"That… was a Bio-Sentinel…"

" _He_ was one of my best employees." Wilson Fisk ground out. "Smythe, I want you to find out _everything_ you can about who caused this and how it was done. I don't care how you do it, but I want answers!"

"Of course, sir." Smythe replied, his fingers already flashing over his touchscreen. "May I ask Doctor Octavius and Mysterio to assist me? Their scientific abilities may prove advantageous."

"Do whatever you need to do." Fisk stated. "And get a fake body made for his funeral. I refuse to subject his wife and children to the knowledge that their father was transformed into a killing machine."

"Of course, sir." Alistair replied, having regained his calm.

Wilson Fisk was a criminal mastermind of the highest order, but like the most successful masterminds, he only sought to strike at peoples emotions when there was a true reason to.

Anything other would have been… unprofessional.


	12. Pogrom

"Seven hundred and ninety-three thousand mutants?" Zod asked.

"Plus families, yes sire." Faora confirmed. "More than three-quarters of them have asked to become New Krypton citizens… New Kryptonopolis is actually starting to show the first signs of becoming a true metropolis."

Zod leaned back in his chair and steepled his fingers.

"Are the new citizens being screened for suitability to act as foster parents for the new generation of Kryptonians?"

"Basic screening is being applied, with potentially suitable citizens being flagged for additional observation." Faora confirmed. "Even assuming that only one in twenty of the flagged citizens pass the required examinations, we could be looking at another couple of hundred sets of foster-parents for the re-Born. Even so, we probably won't complete the project for at least another two centuries, there are just too many QNA samples to do it any quicker than that."

"And having stable citizens is a priority." Zod confirmed. "What about power negation?"

"We have created a number of reinforced wristbands containing an energy-wave generator that negates the effects of the yellow sun for the wearer." Faora said after checking her notes. "Early trials of the collar variant in the Kandor Prison are highly promising."

"Excellent." Zod nodded. "The thought of a criminal with _our_ powers is… rather unsettling."

Faora paused for a moment before a brief shudder ran through her body, causing Zod to smirk.

"Just imagined it for yourself, did you?"

Faora nodded, looking slightly queasy.

"And our med-pods, have they been checked?"

"All med-pods have been examined and confirmed as clean, sir." Faora reported. "New Zion and New Olympus report the same. Whatever got into the med-pods, it was only on Earth. However, new monitoring programs are being installed… just in case."

"Excellent." Zod breathed. "Pass my congratulations and thanks to those who have worked hard for this."

"Yes, sir."

.

* * *

.

Scott slumped onto the settee with a heartfelt groan.

"Three more." He grumbled. "Three. _Why_? Why does this keep happening?"

"The school seems… empty without the other students." Chris sighed as he looked at the older teen. "With the evacuation, Lara's the only mutant remaining…"

"The only _active_ mutant." Scott corrected with a sigh. "These things can detect _passive_ X-gene signatures. The last one I helped take down had killed two children and their dad. When I blasted its head off, it was about to kill the baby too. It really doesn't help that the X-gene seems to activate for less than half the people who possess it…"

"Several members of the Church of Humanity were apparently latent mutants." Storm offered as she passed a mug of coffee to Scott. "Their Supreme Pontiff claimed that it was because they had become corrupted by mutants and urged everyone to turn against us as soon as possible… rumor has it that the only reason New York isn't under martial law are those Sentinels are too tough… the silver ones, that is."

"Those blasted things." Scott growled. "I had a shot at one, but my beam bounced off. Damn thing spun to try and bounce my beam back at me, but I got away. Still not sure how. Downside, I'm useless against those silver ones."

"At least the death toll's finally slowing down." Storm offered in the tone of someone looking for _any_ bright point in a dark situation."

"And Magneto's joined our side." Scott added. "I have to admit, I didn't see that one coming."

"Neither did I, young Cyclops." A smooth voice replied and everyone spun to see the man in question walking into the living room, his helmet tucked under one arm and Charles floating along beside him. "However, circumstances have forced me to take a long look at all that I once held to be true. While I still believe that Mutants are a superior evolutionary branch compared to humans, the presence of the Kryptonians has changed things greatly. As such, I find myself seeking to preserve _all_ of humanity, mutant and normal alike. Once this is over, Charles has agreed that I may reside here and pursue an old career of mine once more, teaching."

"Eric has agreed to teach history at Bayville High after we bring an end to the current crises." Charles explained.

"By bringing knowledge of the problems of the past into the present day, I hope I can help to create a future where no mutant needs to live in fear." Eric stated calmly, then he frowned. "Speaking of places where mutants do not live in fear, what's happening with Genosha?"

.

"Another load?" King Marko sighed as he saw a line of explosions over the sea. "How many Sentinels is that now?"

"The automated defenses have countered and destroyed over two hundred Sentinels, My Lord." Iago said after a brief pause caused by him consulting his internal info-link.

"Heh, Xanatos Enterprises has really proven themselves." Juggernaut grinned. "Remind me to give them an additional tax-reduction for… how do I phrase _destroying dozens of annoying robots trying to kill my people_?"

"…Services rendered to Genosha, Sire?"

Marko nodded. "Excellent. You know, having you on my personal squad really makes things run smoother."

Iago nodded, glancing sideways to where Polaris had just walked past the door with Galatea. His one attempt to intimidate the Kryptonian clone had resulted in almost half of his body having to be rebuilt while his (accidental) sneaking up on Polaris had left him embedded in a wall until King Marko had pulled him out, chuckling as he did so.

Iago had learned his lesson well. He much preferred a comfortable life (with several small luxuries and plenty of opportunities to earn more) rather than one where he was finding new places to be embedded in walls.

Even if it meant working for someone who reminded him a bit too much of Goliath.

.

"They're doing fine, mainly due to David Xanatos' company." Charles stated. "Xanatos has been pursuing closer business arrangements with Genosha and New Krypton ever since I helped him with a certain project of his, one designed to go towards repaying the debt he owes the Gargoyles. He's been quite eager to try new ways of doing things, hiring mutants with odd powers and finding ways to make them profitable."

"I think I heard about that." Eric mused. "Didn't he get one girl a job with Japanese film-makers?"

"Lisa Williams, code-name Sakura." Charles confirmed. "She can generate flower petals on command and even control their trajectory to a degree. Apparently the Japanese film-makers love her because her petals can be directed to help in dramatic scenes."

Eric smiled slightly at that. "Is he a mutant himself? Xanatos, I mean?"

"No." Charles said. "However, he is one of the most intelligent planners I have ever met, one who is always on the lookout for another chance to make a profit. And not just a financial one…. Come to think about it, I may have to contact him. Since he employs many mutants, he would feel protective about them, but I have no idea what he's doing to protect them."

.

"Graaaaaaagh!"

The shredded remains of the Bio-Sentinel crashed to the ground as a huge figure straightened up, wings flaring outwards before folding inwards to form a cape. For a moment, the looming being was back-lit by an explosion as burning debris crashed to the ground, then another figure of almost identical size landed, repulsors slowing it so that it touched down gently.

"Thanks, Goliath." The second figure said as its helmet retracted, revealing the face of David Xanatos. "This was the biggest attack yet."

Goliath looked at the scattered pieces of technology and the less-than-pleasant modified bio-systems of the smaller enemies. "You are part of the Clan. The Clan will always provide aid to its members."

"A fact I am very grateful for." David replied with a smile that lacked most of the calculation and cynicism that he usually displayed.

.

"If his reputation is anywhere near accurate, then I am certain that he has the situation under control."

"He always does." Charles said with a slight smile. "He always does…"

"If only these new Sentinels didn't have that anti-magnetic field." Magneto sighed. "It would be so much easier to deal with them if I could simply rip them apart…"

.

* * *

.

"The mutant population in New York has been virtually eliminated despite the heavy losses amongst our forces." Trask reported. "Although Bayville is problematic, the mutant population there has also been severely depleted. Our probes picked up less than twenty X-gene signatures. The Church of Humanity is ready to move in and provide rear security as the area of purification increase. In addition, we have been preparing many of them for potential activation via nanites included in their food and drink."

" **Then go and give the required orders to your followers."** Master Mold stated. Trask saluted, then vanished in the bright flash of a teleporter.

"He is getting too excited about this." Armin Zola noted from the corner of the hall, where he was working on his own projects. "He has forgotten that this is not about destruction, but about gaining control."

" **Just like Hydra once was?"**

Zola nodded. "Ja, before Hydra was taken over by Apocalypse, there was a plan to take control, but Apocalypse changed it, made it more… _theatrical_ , meaning that people were alerted too early and stopped it."

" **Like the Kryptonians?"**

"They are unlikely to interfere since they lost so many during the Brainiac incident." Zola pointed out. "Over a quarter of them gone in one day. How… unfortunate. It will take them at least fifteen years before their new generation is ready to deploy. Fifteen years for us to gain control over all of America… and maybe, if the plan works without any setbacks, the world."

Both cybernetic beings looked at each other for a long moment, then Zola returned to his project while Master Mold resumed directing her Sentinels as the secondary force assembled for a strike that would grant her access to New Krypton, the mutants hiding there and the vast reserves of technology that she could re-purpose for a new generation of Sentinels even more capable than those she now had under her command.

Despite the distractions, though, a portion of her mind was reviewing everything that Zola had been doing.

The fact he seemed to be perfectly obedient was worrying. It meant that whatever he was planning, she hadn't managed to catch even a trace of it yet…

.

"Smythe. Report."

"I have the location, and the target." Smythe said with grim satisfaction as he triggered the holoscreens. "What you are looking at is a version of Sentinel created to allow for the manufacture of other Sentinels. This one can take over any factory that's large enough and re-purpose its machinery to produce new Sentinels. Although only one has been built, it is quite formidable, both in its own right and because of its ability to produce and control Sentinels.

"It's designation is Master Mold."

Fisk glared at the image. "That's the _who_. Now, what about the _where_?"

"This is where we had a stroke of luck." Smythe smirked. "You see, Master Mold has been using _our_ servers to transmit the programs needed to activate its Bio-Sentinels. As such, not only do I have several copies of the program to play with, meaning that if I can locate and re-write the loyalty coding, we could have an army of them ready to follow every one of your commands, but by backtracking, we have Master Mold's location. Should I have an anonymous source send the position to Superman's group?"

"I think not, Smythe." Fisk mused. "No, I believe that I will have the Six deal with this. Oh, and Smythe, once this is over, please double-check my med-pods to find out which of them has been implanting these nanites into my people."

"Of course, sir."

.

* * *

.

"… _and the main story of the evening, a Sentinel Strike on Friendship Island, the location of the Gate connecting Earth to New Krypton, was defeated with no casualties amongst the defenders. A force of Kryptonians and Mutants defeated the attempted attack and in doing so, ensured that the railroad for fleeing mutants remains open.  
_ " _In a statement by Governor-General Zod today, New Krypton has reaffirmed its intent to allow mutants and those from other endangered minorities to seek refuge there, so long as they abide by the rules of New Krypton…"_


	13. A Sinister Mission

"Gentlemen," Otto Octavius started as he looked at the assembled villains, "Today is the day we earn our paychecks and commence Operation Thunderbolt. Mysterio, the target, if you would be so kind."

The Meeting Hall darkened as a hologram of an otherwise unremarkable factory set in a valley appeared a meter above the floor, rotating slowly so that everyone could see it.

"This is our target, gentlemen, or to be more precise, this is where our target is."

For a brief moment, the map zoomed out so that everyone could see where the factory was located, then it resumed its previous state.

"The plane has been prepared and we will parachute out several miles away. We will walk to our attack point in order to avoid giving away our presence via the energy signatures of the more active forms of transport. Vulture, I'm afraid that this means that you'll be grounded on the approach as well. Mysterio and I have developed special devices to shield our own technology's power signatures and Mysterio will be providing concealment during our journey to _this_ point."

One of Dr. Octopus' tentacles suddenly emerged from the map to show where he was referring to.

"Once here, we shall do a final recon before we attack. Our target is the Sentinel known as _Master Mold_."

The map vanished as Octavius retracted his mechanical tentacle, being replaced by the silvery figure of the Sentinel that was their target. Next to it, and less than half its height, was a human figure for scale.

"Other beings of note are the prototype Sentinel known as Bastion and the former military general Bolivar Trask. Both are to be taken out if possible, but Master Mold is the priority target. It _must_ be disabled or destroyed."

"We agree." Eddie Brock stated. "We have done many things we thought necessary, but we have not killed children. These things have and without hesitating. There are lines even we will not cross."

"Rhino," Otto continued, "Once we launch the attack, I believe it would be best if you go in first. After all, you are our heaviest hitter."

"They'll say hello to my little friend!" Rhino gloated, unslinging his gatling-blaster and holding it up.

Vulture face-palmed and everyone (except Rhino) looked at him.

"We had an Al Pacino marathon yesterday. The Godfather trilogy, Dick Tracy and Scarface. In that order."

"…huh. Explains the smell of popcorn. I had thought it was one of my experiments going wrong." Otto finally said, his eyebrows raised above his shades. "Hidden depths. You have it correct, Rhino. They will indeed say hello to your… _little_ friend."

"Sirs?" A new voice interrupted and everyone turned to see their butler in the doorway. "Lord Fisk sends his compliments and the plane is ready for you."

The butler bowed and retreated, closing the door behind him.

"For a former street thug, he really enjoys his role." Sandman mused.

"He is proof that life is what we make of the opportunities presented to us, rather than the burdens which are forced upon us." Vulture shrugged, then he caught Rhino's perplexed expression and sighed. "We are what we want to be."

"I want to smash something." Rhino grinned.

"I believe Hulk is the one who smashes." Otto snarked. "Perhaps trampling would be better? Or crushing?"

"Yeah, _Rhino Crush_!"

.

* * *

.

Rhino pulled himself to his feet and flipped up his visor so that he could glare at the shattered remains of the tree that he had crashed through.

"Wow." Sandman noted as he rolled up his parachute. "You really _crushed_ that."

"Gentlemen." Doctor Octopus interrupted before the argument could start. "We have several miles to cover to our destination, so I would advise saving your energy for the battle ahead of us."

"You got it, Doc." Sandman said, hefting the bundle of fabric. "What do we do with these?"

"For now, we use some of the branches that Rhino provided to secure them." Octavius replied. "That way we will be able to retrieve them afterwards, or at least be sure that they will not blow away in the wind and cause problems."

"That was quite a landing, Rhino." Vulture noted as he swooped in to land on Rhino's armored shoulder. "You didn't damage anything, did you?"

"Nope, lights are still all green."

"Excellent. Well, it seems as if we are all here."

"We are indeed, Vulture." Octavius agreed. "Mysterio, if you would be so kind?"

The area around them rippled slightly.

"We are cloaked." Mysterio declared. "As long as you remain within five meters of me, you cannot be seen or heard by any security that has been set up."

"Then shall we get moving?" Octavius prompted. "We need to get this over and done with before all those new Kryptonians finish powering up and do it for us."

" _New_ Kryptonians?" Venom asked and Octavius nodded.

"Oh my, yes. A whole city full according to Smythe's sources. Several million at least. Certainly means our current careers are looking rather less sustainable, doesn't it?"

For a long moment, the entire group remained silent, contemplating the thought of several million individuals each as powerful as Superman.

"Changing the subject," Vulture finally said, "May I say that the flip-down visor you made for me really does help. The heads-up-display with map and compass make finding the targets far easier."

"I didn't get anything." Sandman half-protested.

"Your powers make it incredibly difficult to create anything that you can reliably use." Octavius replied as they ducked under a low-hanging branch. "I've been researching nanotechnology, but the programming and power requirements are quite finicky. For now, I'm afraid that you simply can't get an upgrade that will work."

"We are wondering what the box you had us wear on our belt was." Venom noted.

"It is an IFF beacon." Mysterio supplied. "Designed to work in conjunction with with Rhino's targeting system so that he does not accidentally shoot us."

"Ah, we had wondered."

.

"There it is." Otto half-whispered as he peeped over the ridge of the hill, using the bushes growing on top of it as cover to prevent his silhouette from being noticed.

"That is a _lot_ bigger than I expected." Vulture admitted after taking a quick glance for himself. "Which part do you think is Master Mold in?"

Everyone turned to look at Mysterio, who responded by holding out one hand and casting a hologram of the complex at knee height. Tags started to appear on it and Otto leaned forwards for a closer look.

"Interesting. It looks like the central area is the oldest… the newer wings are quite… _precise_ in their placement and design. I would estimate that their architect wasn't human. The power system… I _know_ I've seen those readings before…"

"Arc reactor." Vulture supplied. "I looked into using one to power my suit, but building one small enough to mount was beyond my skills… and my finances at the time. The power frequency is the same, but the amplitude… I'd say it was half again as large as the one at Stark Tower."

"What the hell is it _doing_ with all that power?" Sandman muttered.

"An excellent question." Otto replied. "Mysterio, what defenses can you locate?"

A rash of dots in three different colors appeared on the hologram, cones spreading out from them to indicate the area they covered.

"From the energy flows, the blue dots would be sensor systems. Cameras and so on. The red ones are weapons systems, most of them being a variant of the Force Blaster which seems to be very similar to the ones the Sentinels use, only larger. The flashing red dots are the gatling-variant. The yellow dots seem to be ECM and holographic projectors. From the wave-patterns I am picking up, they appear to be projecting an image of how this compound used to look in order to fool satellite imaging systems."

"Huh. No wonder that no-one has found this place." Vulture said with a slight chuckle. "Once the image goes down, they'll be rushing people here as fast as they can."

"Assuming that they notice." Otto shot back, then he sighed. "And since SHIELD is using Kryptonian technology these days, they _will_ notice."

"So we need to strike hard and fast." Sandman summed up. "What's the best route in and where should we be heading once inside?"

"One of my stealth-drones just sent back an image." Mysterio announced as a purple humanoid figure appeared in the main structure. _That_ is Master Mold. Programming location icon… _now_."

Otto turned to look in the direction of the compound and smirked as a small purple cross-hair seemed to float in front of him, a small set of numbers underneath telling him the distance.

"I have it." He stated. "Route?"

"My seismic sensors detected an old drainage tunnel." Mysterio noted. "It doesn't appear on any of the plans for the compound that I could access and it emerges behind that half-ruined storage shed."

"We understand." Venom grinned, his teeth glinting in the dappled light. "Through the tunnel and from there, to the doors."

"Rhino, you will go first." Otto decided and the armored thug brightened. "As soon as you get out of the tunnel, destroy the security systems that Mysterio is going to highlight for you on your HUD."

"Will do." Rhino grinned. "I've been practicing!"

"He has." Vulture confirmed. "Rhino's quite a _savant_ with his gatling. While his accuracy with his other weapons is still… questionable, he can hit whatever he wishes with his… _little friend_."

Rhino's grin grew wider. "Ya hear that? With my gun, I'm a savant! Vic, what's a savant?"

.

Master Mold turned her attention to the security systems and quickly scanned the files.

Although she could very easily have allowed the re-purposed Sentinel to run the system without her intervention, part of her programming produced what would, in an organic, be classified as low-grade paranoia when it came to her personal safety.

After all, she was the primary locus for the creation of the Sentinels. While they could be built without her, they would not be as efficient or produced so quickly. It was her ability to…

Her systems briefly froze as she re-scanned one of the camera feeds, then rewound it and replayed it, superimposing the second piece of footage over the top.

" **Bastion. I am sending some security footage to you. Review it and tell me if your conclusions are similar to my own."**

As Bastion scanned the data, Master Mold used her link to watch his thoughts and within a fraction of a second, he had reached the same conclusion.

"Someone has penetrated the outer defensive layer." He stated. "The imagery matches too closely… and since the system shows no sign of being hacked, it was an external manipulation. Probably holographic."

Master Mold brought up her file of known powered beings capable of illusions and began scrolling through them.

" **Loki?"**

"He would have teleported in. Or strode up to the main door and demanded entrance." Bastion disagreed. "No, I would guess… Mysterio."

Master Mold pulled up the file on Mysterio and scanned it. His holographic projection capabilities matched with what they had deduced had happened, but there was a link in the file to another.

One titled _Sinister Six_.

" **Bastion, prepare to…"** Master Mold began, only to be interrupted by the wailing of damage-alert sirens and intruder alarms. Activating every mobile Sentinel in the base, regardless of its completion level, Master Mold hesitated a fraction of a millisecond before sending out the over-ride signal to activate every single potential bio-Sentinel and order any of them that were close enough to come to her defense.

Now she had been discovered, secrecy was no longer an option.

.

"Yaaaaaaaah!" Rhino roared as he swung his gatling-blaster in what appeared to be an uncoordinated arc, but one which took out every one of the cameras and weapons which Mysterio had highlighted for him. Even as the bolts impacted, Vulture flew past, inches from the ground, landing in a controlled tumble by the main door and slapping a shaped charge to it before diving to the side and wrapping himself in his metallic wings.

"Fire in the hole!" Otto shouted, triggering the charge remotely and the explosion blasted the doors inwards, flattening one of the two Sentinels standing guard just inside while the second was knocked off-balance just long enough for a wave of sand to engulf it, ripping it apart at the joints.

"We are going to have _fun_!" Venom exulted as he dashed into the building, the others hot on his heels.


	14. Clash Of Ideologies

"… _Kill the mutants! Mutant scum! Kill the mutants! Mutant scum!_ "

Clark sighed as he flew over the chanting crowd. Several of the protesters were wearing outfits meant to look like the bio-Sentinels, a few of them had even applied white makeup. Clark quickly scanned them just to be certain that they were actual humans, then altered his course slightly to land on the balcony of the Daily Bugle. The man standing waiting for him scowled, but the scowl was aimed at the protesters below.

"Damned fools." He growled. "It's like Hitler all over again."

Clark glanced at the man's toothbrush mustache but refused to make the obvious comment. Instead, he decided to ask something that had been niggling at him for a while.

"I thought you weren't all that keen on mutants because of their link with Spider-man." He prompted, earning a glare.

"Yeah, well. That was before you went public and explained _why_ masks are a thing." James Jonah Jameson half-growled. "I disliked Spider-man because he hid his face, but I thought it was so he could beat up people without needing to worry about the law. Then I met his aunt…"

"…at my wedding." Clark nodded. "May Parker is quite a _formidable_ woman when she chooses to be."

JJJ nodded in unwilling agreement, then turned away from the chanting mob.

"The other people are here and we're going live in five." He grumbled. "Glad you could make it."

"We think we've countered most of the Sentinels." Clark said as he walked alongside the older man. "We've also worked out how the bio-Sentinels were created and we're working on preventing any new ones being made."

"Is it true that each one of those things is made by killing someone?" JJJ asked and Clark nodded.

"It is. A telepath was linked to one when he was transformed. She _felt_ him die."

"Damn." JJJ snarled as he led the way into the studio where several people were clustered around one of the cameras. "What's going on here?!"

"Almost fixed!" One of the techs called. "Check it now!"

"Opening tab and… yep! Image is stable!" The teen behind the control panel called. "Parker couldn't have done this better!"

Clark smirked, making a mental note to pass the comment across to Peter later.

"Two minutes!"

Clark moved to one of the spare seats and, carefully adjusting his cape, sat down.

"Not very practical, is it?" One of the men on the other side of the stage sneered and Clark shrugged.

"It has its uses."

"Heh." The man snorted. "Can't think of any…"

"Blanket for use in first-aid, shelter against the rain for those trapped in bad weather, flag for attracting attention." Clark stated as he leaned back in his chair, causing the man's sneer to fall from his face. "That's three without even trying."

"And get ready!" The tech called as the final chair was filled. Clark glanced sideways at the man in military uniform, then turned his attention to JJJ who had taken his position in the middle of the stage, unlit cigar clenched between his teeth and shirt-sleeves rolled up.

"Three, two, one…"

"This is a Daily Bugle Live Discussion Special and I am James Jonah Jameson. Todays subject, the attacks on those with the X-gene. From my right are Reverend Simon Theophilus, representing the Church of Humanity, Senator Robert Kelly, Clark Kent, also known as Superman and Major Blackstone, also known as Sarge, of the First Metahuman Company. Gentlemen, welcome and thank you for coming."

Clark nodded with a slight smile as the others made noises of acknowledgement.

"So, who wants to go first?" JJJ asked, turning to face the quartet even as one of the dangling arm-mounted cameras moved round to get a better view of him without actually entering the visual ranges of the other cameras.

"I will." Senator Kelly stated. "As many of you know, my brother an I have come to disagree on certain issues, especially those in possession of the X-gene. While I do not condone the killing of those who have this particular genetic flaw, the actual physical threat that they pose to the innocents around them must be contained."

"You're talking about the so-called Mutant Registration Act, aren't you." Sarge growled, leaning forwards in his chair as his fists clenched. "You just can't drop it, can you?"

"The preservation of humanity is my over-riding concern." Kelly responded in a superior tone. "And America is the epitome of humanity. Our constitution says so, _One nation under God_."

"Yet America is less than three centuries old." Clark pointed out. "Krypton, my home-world, has a recorded history going back millennia."

"Since there are less than forty of you, it doesn't really count." Reverand Theophilus sneered, then he paused. "Okay, less than forty _adults_."

"Actually, at the last count, there are over twelve million adult Kryptonians." Clark countered, earning shocked looks.

"Mutie scum fleeing from Earth don't count!"

"I actually _wasn't_ including them in the count." Clark countered. "Of course, they only raise the number by another couple of million."

Kelly stared at Clark, his eyes wide. "Twe… _how_?"

"Brainiac." Clark smirked. "In a manner similar to the ones behind the recent attacks, it perverted General Zod's plan to save the cities of Krypton from the planet's imminent destruction to shrink Kandor and place it in stasis, blaming its apparent destruction on Zod and his followers. When we took down Brainiac, when The Fourteen sacrificed themselves to ensure our victory, we found the city, undamaged, With the aid of Victor von Doom, Tony Stark and Reed Richards, we were able to return Kandor to its proper size and free its inhabitants."

"Richards and Doom working _together_?" Sarge chuckled. "I never thought that the day would come."

"Wait." Theophilus interrupted. "What did you mean by _in a manner similar to the ones behind the recent attacks_? You know how the Sentinels are made?"

"By murder." Clark stated in a flat voice. "Someone managed to insert programming into several of the med-pods, programming that led to the creation of tiny devices within the victims, devices that once activated, would kill them and turn their corpse into a biological cyborg programmed to kill anything with the X-gene."

"Huh, perhaps I _should_ have let my son be treated." Steve muttered. "Little nancy boy might actually have amounted to being something useful."

Clark glared at him, but none of the others seemed to have heard his comment.

"We… and by which I mean the collected super-hero teams, the associated agencies and the law-enforcement organisations of the world, are still tracking down all those who might have been affected by the sabotage. In addition, _all_ of the med-pods have been transferred to New Krypton for analysis and new med-pods, with upgraded security protocols to avoid anything like this happening again, are being shipped in from New Krypton as fast as they can be constructed. We hope to have replaced all of the old pods by the end of the year, although medical cases that require the med-pods will have to be dealt with on a triage basis until then.

"As for whoever is behind this, they _will_ be found and charged with hundreds of counts of murder."

"Killing mutie scum ain't murder!" Simon growled. "It's pest control!"

Senator Kelly slowly slid his chair further away from the Reverend.

"It isn't just the mutants, it's all the people who were harmed or killed by the bio-Sentinels as well."

"Then they shouldn't have been trying to protect the mutie scum!" Simon shot back, ignoring the looks of disgust that most of the people in the room were sending his way. "Humanity should be kept pure!"

"I believe a certain Austrian had similar ideas." Sarge interjected. "Perhaps you've heard of him. Adolf Hitler?"

"Wasn't he the king of Italy?"

JJJ face-palmed, as did Kelly and Sarge while Clark just shook his head.

"How can you be so ignorant of world history?" He sighed. "Hitler was a failed artist who entered politics and rose to power by blaming the Jews for everything that had gone wrong."

"And they're still fucking things up for us even though they've run away to another planet like the stinking cowards that they are!" Simon shouted, causing Kelly to slide his chair even further away. "Jews are almost as bad as muties!"

.

"Wow, this guy is doing his cause _so_ much damage." May Parker mused before she took a sip of her tea.

"I agree." Martha Kent said as she picked up a cookie to nibble on. "And he doesn't even realize he's doing it."

Both women exchanged smirks, then turned their attention back to the broadcast.

.

"…and they've brought the world to the brink of destrA _A_ _ **A**_ **A** A _A_ _ **R**_ **G** H!"

Simon Theophilus had risen to his feet during his impassioned diatribe and Clark started forwards to catch him as he convulsed. Even before Clark reached him, his skin had paled and armor plating was oozing out of his skin, shredding his clothes.

"Get everyone out of here!" Clark ordered, his eyes widening in horror was he _watched_ the nanites perform their programmed tasks. "He's being converted into a bio-Sentinel!"

Screams from other floors and outside rose and Clark spun round.

"Something's happening!" He shouted. "Something's triggered _everyone_ who is infected with the nanites!"

.

Officer Karima Shapandar had no idea that she was a mutant. A young police officer who had immigrated from India to be closer to the superheroes she idolized, she possessed a variant of the X-gene that had indeed activated during puberty, but she hadn't noticed the effects. The X-gene had granted her perfect memory, but her recall had been extremely good beforehand, thus she simply didn't notice. It also made her immune to telepathy and most forms of mind control, but due to her position as a street-level rookie, she was never in a situation where she would have discovered her power.

She had also been in a med-pod after taking a dozen bullets while saving a pair of young children.

One of the sabotaged pods.

Assigned to help ride herd on the protest that had formed outside the Daily Bugle, Karima had just enough time to see almost half the protesters suddenly staggering and falling before a massive blast of pain lanced through her mind, knocking her out.

.

"Control! What's going on?" Clark snapped as he punched through the head of another of the bio-Sentinels that had once been an innocent person. Although he felt guilty about ending a life, the knowledge that he was destroying technological zombies was enough to let him continue to function.

" _We're getting reports in from across the planet, thousands of people are being turned into-" **/** "Clark, it's Fury. We've managed to locate the source of the bio-Sentinels. General Zod is personally leading the Companions of Rao and a team of his own people to take it down, but orbital imagery indicates there's already a super-team on site, engaging in combat. We don't know who. I've taken the liberty of deploying the Protectors to the places they can do the most good."_

"Thanks, Nick!" Clark responded as he used his heat-vision to disintegrate a bio-Sentinel that had been reaching out to snap a young boy's neck. Two blurs, one blue-and-red, the other black-and-red, somersaulted down and began firing streams of webbing at the remaining bio-Sentinels, slowing them enough that the wave of heroes following them were able to start taking them down with relative ease.

"New York Guardians are on the scene." Clark reported. "Spider-man and Spider-boy are pinning down the bio-Sentinels for the others to take care of."

" _Zod and his team are on their way to the target area._ " Fury replied from the bridge of the Helicarrier. " _I am sending you the co-ordinates should you wish to join them._ "

Clark looked round, absently backhanding one of the bio-Sentinels through a nearby wall.

"Got it. I'm on my way."

" _I'll inform Zod you're incoming._ "

.

"Owwwww. That hurt." Karima groaned as she opened her eyes to find herself lying in a pile of rubble. Pulling herself to her feet, she glanced up and spotted a bio-Sentinel about to kill a teenage girl.

"Oh no you don't!" She shouted, lunging forwards and punching the Sentinel in the back of its head. The skull caved in under her blow and she paused, staring at her pale hand and the blue armor covering her arm.

"Oh shit!" She panicked. "What the hell happened to me?"  
Karima looked up at the tall green-skinned woman who had paused mid-punch. "What happened to me?"

"Everyone… this is She-hulk. We seem to have a Sentinel… who's still… _human_?"


	15. The Heroic Six

Trask appeared on the teleporter pad just as the base shook and the alarms started blaring. A second tremor jolted him off the pad and he stumbled for an instant before recovering his balance.

"What's going on?"

"We are under attack!" Zola stated as his skin rippled from its pinkish hue into metallic silver. "I believe it is the Sinister Six!"

"We believe you are correct!" A new voice purred and Zola unleashed an energy blast from the circle that had formed on his chest. The black-clad figure that had just burst into the hall managed to evade the energy beam, but the armored figure just behind was blasted back out of the hall.

"Venom." Trask growled as his helmet deployed from his collar, covering his head. "Die!"

His shoulder pauldrons briefly popped up, disgorging a dozen micro-missiles which screamed towards Venom, who responded with a dazzling display of acrobatics that let him dodge every single one of them. Before Trask could fire a second salvo, an arm ripped off one of the Sentinels scythed across the hall, slamming into his torso and knocking him back against the wall.

" **Targets identified as the Sinister Six."** Master Mold stated. **"Searching for Mysterio. Unable to locate."**

" _This is Vulture, we have incoming bio-Sentinels. I'll keep them off your backs!_ "

"Understood, Vulture." Otto said as he ripped open the wall near the door to the hall and let his tentacles lift himself through. "You would be at a disadvantage in this area, anyway."

A silver Sentinel stepped up behind Otto, its hands reforming into blades, then a wave of sand engulfed it, ripping it to shreds.

"Thank you, Sandman." Otto said calmly as one of his tentacles speared through another Sentinel, taking out its power core and causing its nanites to shut down. "That could have been quite annoying to deal with."

"You tried to hurt me, so you can SAY HELLO TO MY LITTLE FRIEND!" Rhino shouted as he erupted through the wall, his gatling already firing hundreds of blasts of kinetic energy. Trask barely managed to activate his shield in time to deflect the dozen bolts that would have hit him while Bastion seemed to melt before flowing downwards through a small hole in the floor.

" **It would seem that Bastion's choice of action is the most logical one.** " Master Mold stated. **"Trask, retreat. We can no longer stay here."**

"Hell, no!" Trask yelled as he fired the gun integrated into his right arm. "Once we take these bastards down, they'll make _excellent_ Sentinels!"

Master Mold spent 0.0254 of a second calculating the advisability of using the over-ride to extract Trask from the growing battle, then she made her choice. Trask, although a very useful asset, was still expendable and would make a useful rearguard while she left. Her decision made, Master Mold rose from her throne, the control and power cables detaching as she did so, and began to make her was to the doors at the back of the hall where her Sentinels were beginning to enter in response to her summons even as she sent the signal that started a certain count-down.

As she reached the doorway, it wavered and vanished as if it had never been, the incoming Sentinels broadcasting error messages as their sensors detected a metal wall blocking their path, one that had appeared from nowhere. Checking her files, Master Mold performed a hard over-ride of the Sentinels still outside and sent one walking into the new wall. The Sentinel penetrated the steel barrier without any impact and Master Mold gave a mental nod.

Mysterio.

Master Mold pulled up the most recent schematic of the base and mapped a model of herself into it. If Mysterio pushed himself, he might be able to cause her to walk into a dead end without realizing it, but if she used her internal virtual model to plot her progress, his illusions could not hurt her.

Re-directing the Sentinels to clear a path for her, Master Mold strode confidently through the fake barrier.

.

The small pipe that had been secretly emplaced months prior by means of a small, one-shot tunneling machine disgorged a flow of liquid metal. As the flow slowly ended, the pile of metal reformed into a familiar figure.

"Goodbye, Master Mold." Armin Zola sneered. "Your attempt to leash me was good, but _I_ was better."

Without looking back, the scientist strode into the woods, shifting his appearance once again until a large grizzly bear was padding between the trees.

.

Vulture swooped, the leading edges of his wings glowing with the shaped energy projection field that he, Mysterio and Otto had worked together to integrate into his suit. The cutting fields worked perfectly, bisecting the newest group of flying bio-Sentinels and Victor Toomes sneered as the last one was slashed in half.

"Idiot things make it easy, flying in formation like that."

Banking, his eyes widened as the next approaching group broke formation and started to spread out, arcing round to approach from a variety of angles while behind them, a second group was following suit.

"Fuck. They're _learning_."

.

" _Master Mold is ignoring my illusions._ " Mysterio grumbled. " _I need a heavy hitter to slow her down or she's going to escape._ "

Otto ducked a blast as his tentacles speared out, ripping the power cores out of two more of the silver robots.

"Sandman, stop Master Mold! Mysterio, guide him!" He ordered as a chortling Rhino blasted another three Sentinels into scrap. "Venom, report!"

" _We are busy with Trask!_ "

"Try to disable him, we want him alive if possible as it will help with Project Thunderbolt." Otto ordered. "Vulture?"

" _Little busy here!_ "

"Dammit." Otto growled as he slammed his tentacles down on two more Sentinels. "I hate to say this, but we're going to need a miracle."

"You broke my gun!" Rhino shouted and Otto glanced back just in time to swear and duck as a barrage of micro-missiles erupted from Rhino's shoulders, blind-fired. Tapping into their targeting systems, Otto quickly designated specific targets and seconds later, the number of active Sentinels in the room had been reduced to zero.

"I'm goo-ooooood." Rhino gloated as he stamped on an intact Sentinel head, shattering it under his armored boot. "That was fun."

" _A group got past me!_ "

The skylights shattered as a dozen bio-Sentinels descended on them and Otto gave Rhino a quick glare before pulling himself out of the way of the first energy barrage.

"It's _stomping_ time!" Rhino roared and Otto fought the temptation to roll his eyes since his HUD incorporated micro-cameras to let him control it via eye-twitches.

Perhaps he might have to re-think that.

.

Trask frantically looked around. Whatever he was fighting, it had taken out most of the lights and was demonstrating abilities at camouflage that would put most chameleons to shame. Even his attempt at using the infra-red spectrum had failed due to the sheer amount of half-melted wreckage and fires in the assembly line into which he had been kicked.

A bit of movement caught his attention and he fired several blasts from his arm-cannons before a clawed hand slammed into his head from the side, gouging out one of his helmet optical sensors and cutting his field of view in half.

Over-riding the deployment system, Trask retracted the left side of his face-plate, accepting the greater risk in favor of actually being able to see in stereo again.

And maybe be able to see whatever he was up against!

"We will peel you out of that shell of yours." A voice hissed and a tag popped up in Trask's still-deployed screen.

"Eddie Brock, you will die!" Trask shouted, switching his cannons to a lower power for a higher rate of fire and unleashing multiple volleys all around him. "You will die and that alien thing that gives you your power will be dissected and used to create the _next_ generation of Sentinels!"

"We disagree." Venom sneered as he moved across the ceiling, "We would say that it is _you_ who will die, but we have been asked to take you alive for questioning. Of course, alive doesn't mean with your limbs still attached…"

Trask's eyes widened in horror as he spun round, trying to find the location of the echoing voice, his guns gouging divots out of the walls as he turned.

"We are curious." Venom continued as he positioned himself. "Why is it that you people rarely look _up_?"

Trask had just enough time to raise his gaze before he was slammed into the ground and his arms wrenched outwards, his servos whining as he tried to resist.

"We will _enjoy_ this…" The monster crouched on his chest almost purred.

Trask's scream echoed off the walls.

.

The door opened and Master Mold stepped out of the base. Checking her external sensors against her internal map, she noted that Mysterio had obviously given up. She stepped forwards, then paused as, instead of the crunch of gravel, the sound of sand compressing under her foot registered.

"… **sandman."**

As if the statement was his cue, Sandman engulfed her in a wave of sand, his grains forcing themselves into her joints and seams, levering them apart as they sought to destroy her inner workings.

Forcing her gaze upwards, Master Mold scanned the sky frantically, finally finding what she was searching for.

" **You cannot win. I shall return."** She stated even as the wave of sand reached her vocoder, The top of her head opened as she activated the systems she had built into herself as a last-ditch life-or-death measure, one that she had never truly expected to need. Before the wave of sand could block her final effort, she locked onto the satellite she had located and initiated an emergency burst-uplink, leaving her body behind as her mind soared towards freedom.

.

Otto slammed into the wall and a hand grabbed his throat even as his tentacles were pinned by two Silver Sentinels and the bio-Sentinel throttling him raised its hand, force-blaster glowing in its palm. Otto's gaze was transfixed by the ominous glow of doom, then it suddenly faded and the Sentinels all collapsed.

For a long moment, Otto remained motionless, then a voice echoed across his communicator.

" _This is Sandman, I crushed the metal bitch's body, but she had a dish sticking out of the top of her head! I think she jumped out before I finished crushing her!_ "

Otto sagged. "Damn. Mysterio, please tell me you were jamming her at the time?"

" _I was not._ " Mysterio replied instantly and Otto slid down the wall in dismay.

"We have Trask." Venom gloated as he strode in, dragging a nearly-limbless torso behind him. "His limbs were all artificial, we… _disarmed_ him."

"Very droll." Otto groaned. "But we failed. Master Mold has escaped."

"I must disagree with you there." Mysterio said as he appeared out of nowhere, holding up a cube that glowed with green light. Squinting, Otto saw that the green light was actually hundreds of columns of rapidly-changing green letters and numbers…

"Raiding films now?"

"It seemed appropriate." Mysterior said. "We now have Master Mold's code to do with as we wish."

"What!"

Otto didn't remember rising to his feet, but suddenly he was standing before Mysterio, plucking the cube from his gloved hand and staring at it. "This is…?"

A sudden screeching interrupted him as the entire roof was pulled off and several dozen figures landed around them.

"Don't move!" General Zod barked as the new arrivals started to spread out. "What happened here?"

"Gentlemen." Otto smirked. "May I give you Master Mold, contained within this cube, as well as her primary operative, Trask. _Disarmed_ and ready for interrogation."

"You'll never get me to talk!" Trask frothed. "Master Mold will return to wipe out thAAAAAARGH!"

Trask jolted as if someone had just run the output of a power station through him, then he slumped, smoke rising from the seams of his armor.

"Dammit." Clark cursed. "That looked like some kind of dead-man's switch. We _needed_ him to make sure we stopped the Sentinels for good."

"You have Master Mold." Otto pointed out. "Or at least, Master Mold's code. That should supply you with most of the answers you need."

"And what shall we do with _you_?" Zod asked as Magneto landed by his side.

Otto grinned. "Well, I do believe that the answer to that is not what you were expecting. For starters, can we have a lift to Washington?"


	16. Thunderbolts

" _In a startling announcement today, the President has issued pardons to the former criminals once known collectively as the Sinister Six for their selfless actions in capturing the Sentinel known as Master Mold, the originator of the bio-Sentinel plague responsible for over a million deaths worldwide in the last few weeks. Doctor Octopus, Mysterio, Rhino, The Vulture, Sandman and Venom have declared their intention to abandon their former criminal careers and the philanthropist multi-millionaire Wilson Fisk has stepped forwards to help them do so. He had this to say.  
_ "I was impressed at how these six have moved beyond their pasts and sought to become better than anyone expected that they could. However, echoes of their past will still taint them in the eyes of many, despite their recent actions that have avenged those killed by the forces of Master Mold _and_ saved uncountable millions in future generations. Therefore, taking a lead from my esteemed competitor and friend Warren Worthington Jr, I am placing a portion of my own personal wealth into establishing a new team of superheroes, the Thunderbolts. It is my hope that those who feel they have been forced into a life of crime through circumstances beyond their control take heart from the existence of this team, a team that proves that it is never too late to seek to be a greater person and that there is a hero in us all."  
" _The Thunderbolts are currently still in New York, although they are going to relocate to Chicago where Wilson Fisk has arranged for a tower to be built for them to live in.  
_ " _It is understood that Superman himself has congratulated the team and offered to aid them should they need it in the future…"_

"What?"

Clark paused the screen and turned to see Isaiah fuming.

"Do you know any of the Six?"

"Went up against Venom and Sandman during my independent days." Patriot grumped. "Got my ass handed to me each time. Of course, I had trouble thinking back then, before Xavier had me fixed up ready for joining you."

For a long moment, silence reigned in the meeting hall and Clark glanced at the other Protectors.

"Before anyone asks, yes. I am fully aware that the Thunderbolts are unlikely to be true heroes, especially given who their corporate sponsor is. That is why I offered them a base in Chicago, it's currently attracting low-level villains due to the lack of a permanent super-team there, mainly due to the local laws about secret identities. This way, we get at least partial coverage, good press for aiding in the _rehabilitation_ of super-villains and it keeps them away from the largest cities. Plus, the local officials will finally be forced to confront the consequences of their _no secret identities_ superhero policies. After all, the identities of the Thunderbolts are _all_ publicly known…"

Clark managed not to smile at the looks he was being given. "I may not _like_ playing political games, but I _do_ know how to play them."

"And do they have access to the Hall of Doors?"

"They do." Clark nodded. "The Hall of Doors with multiple security systems and special sensors that can detect anything that passes through. I'm certain that they'll know that we'll be keeping a very close eye on them for a long time. Besides, I have a plan."

"Uh-oh." Patriot mock-whispered, causing Gatekeeper to cram her fist into her mouth in an attempt to not laugh.

"I intend to rotate other publicly-known superheros through the Thunderbolts. Having a true hero on their team will force them to at least go covert on any unlawful activities that they may try to do…"

.

"Gentlemen, welcome to your new base." Wilson Fisk said with an expansive wave of his hand. "Nothing but the best for you. You each have a personal suite three times the size of the ones at your old base with your things already moved in, extra labs have been provided and Clark Kent himself brought a Portal to link this tower to the Hall of Doors, a portal-nexus that explains how they were able to get reinforcements to anywhere on the planet so quickly."

"Thank you, sir." Otto replied with a slight bow even as Vulture motioned for Rhino to be quiet. "I assume that phase two is ready to go?"

"Indeed." Fisk said, pulling out a small USB stick which he held out for Otto to take. "I had my people research the identities of every gang-aligned criminal in this city as well as who they work for. Quite a few independents are on this list as well. You will need to find a way to _discover_ most of this information yourselves and _do_ try to avoid targeting my people. I've been trying to protect them as best as I can, the local gangs are surprisingly resistant to outsiders moving in."

Otto nodded in understanding. "Of course."

"Naturally, public appearances, rescuing kittens from trees, saving children from cars and all that stuff will be expected of you." Fisk continued, then his gaze sharpened as he scowled at them. "If you screw this up, you damage _my_ reputation. And I do not like my reputation being damaged."

"U… u… understood, sir!" Otto managed as Fisk loomed over them, somehow even managing to make Rhino seem small, before he reverted back to being a genial multi-billionaire playing with a new toy.

"So, let me show you around your new base and introduce you to the staff."

.

* * *

.

"… _and now, from their headquarters, the Lightning Rod Tower, we present, the Thunderbolts!"_ The announcer said enthusiastically as behind him, six symbols were projected on hanging fabric screens. _"Formerly known as the Vulture, the lord of the skies, Victor Toomes, the Bald Eagle!"_

The first screen dropped and Victor stepped forwards, dramatically expanding his now-golden-brown wings before bowing to the cheering crowd.

" _The amazing, stupendous and unstoppable… Aleksei Sytsevich is the one and only Rhino!"_

The second screen dropped, puddling on the floor as Aleksei clomped forwards, his face-plate up to reveal his huge grin as he waved at the cheering crowd.

" _He can go anywhere and will knock out those who seek to harm others, Flint Marko is the Sandman!"_

The third screen dropped to reveal a pile of sand that projected itself forwards like a jet of water, reforming into a Flint as the cheers increased.

" _Master of illusions and shaper of reality, Quentin Beck is Mysterio!"_

The sixth screen fell, revealing only empty space behind it, then flecks of light started to appear, rushing over the crowds as they converged to form Mysterio.

" _Chicago's own arachnid hero, a webslinger without equal, once called Venom, Eddie Brock is Tarantulas!"_

As the fifth screen fell, Eddie somersaulted forwards, then the symbiote retracted from his head, letting him grin at the screaming horde.

" _And leading them, the scientific genius and connoisseur of the arts, Otto Octavius, Doctor Octopus!"_

The final screen fell as a pair of tentacles lanced forwards around it, then Otto used his mechanical limbs to pick himself up and position himself in the line that the others had formed.

" _Ladies and gentlemen, here to protect you, the THUNDERBOLTS!"_

.

"So, why did you two change names?" Rhino asked as he slumped into the reinforced sofa while in the corner, specially-programmed manipulators ran diagnostics on his powered armor.

"Spiderman called me _Baldy_ so many times, I decided to appropriate the appellation for myself." Toomes shrugged, one hand briefly stroking his hairless scalp. "And I needed a bird-name to go with my upgraded suit, so Eagle was the best choice."

"We are a hero now." Brock said as he picked up the medicinal drink that Octavius insisted that he imbibe daily to offset the negative effect his Symbiote was apparently having on him. "We need a heroic name and Venom is not very heroic. This _still_ tastes awful."

"But until we get a new med-pod from New Krypton, it is needed." Otto said as he walked in, pausing to check that the armor was being maintained correctly. "I have contacted Reed Richards as his scientific knowledge is comparable to my own and if all goes to plan, we will be able to help you and your Symbiote achieve a _true_ symbiotic relationship without any negative side-effects."

"Good." Eddie grumbled. "We did _not_ like the idea that we were at risk of getting cancer because of our dietary requirements."

"How long before there are enough med-pods to let the private doctors have them again?" Aleksei asked, earning several surprised looks. "What?"

"Just… it's not the sort of thing we thought you'd be interested in." Toomes admitted. "I have to ask… why?"

"Elissia's forcing me to use a condom."

The silence that descended on the room seemed magnified by the whirrs of the mechanical arms reassembling Rhino's suit, then Octavius finally broke the silence.

"I… I'm fairly certain that I do not want to know, but I have to ask. How do med-pods have anything to do with wearing condoms?"

"She and her friends used a med-pod after each fun-time." Rhino shrugged. "That way, no babies and no diseases."

"That… actually makes a fairly disturbing amount of sense." Otto admitted. "I understand now. The use of the med-pod removes the negative consequences usually associated with unprotected intercourse while still allowing for maximum intimacy and the sharing of pleasure. Assuming each treatment concentrates primarily on the lower torso, I would say it would take less than ten minutes to remove any potential disease vector or… huh."

"Damn, and we thought the _internet_ caused a shift in those things." Eddie chuckled. "Med-pods make random sex safe. I wonder if Superman knows about this? I'd love to see his expression when he finds out…"

.

* * *

.

"Doctor Octopus." Clark said, offering his hand in greeting and Otto took it in his flesh-and-bone hand. "Welcome to the quarterly meeting for the team leaders."

"I am honored to have been invited." Otto replied, then he smiled. "This may be the first time a villain, albeit a former one, has attended the meeting."

"Actually, King Marko was the first former villain to attend one of our meetings." Clark chuckled as he escorted Otto into the large room and ushered him to a chair beside a familiar-looking Minotaur, a chair which had been constructed in a way that allowed him to sit down without interfering with the use of his tentacles. As Otto pulled out a small datachip and slotted it into the computer terminal in front of him, Clark moved to the head of the table.

"Ladies and Gentlemen, welcome to the fifth quarterly super-team conference. There are several new faces amongst us today, so on their behalf, let us each introduce ourselves. Clark Kent, Superman, leader of the Protectors."

"Scott Summers, Cyclops, X-men field leader. Xavier sends his apologies, he's having problems sleeping and isn't quite with it today." The brown-haired man next to him said with a nod.

"Phil Coulson, SHIELD team Alpha." The forgettable-looking man next to Cyclops stated.

"Captain Britain, Excalibur."

As the introductions continued, Otto concentrated on memorizing names and faces, matching them up with the briefing he had received.

"Tauros, Companions of Rao." The New Olympian rumbled, jolting Otto back to full awareness.

"Otto Octavius, Thunderbolts." He said, glancing round to see if there were any untoward reactions. Although a couple of people were giving him considering looks, none of them seemed to be overtly hostile.

"Galatea, Genosha Guardians, second in command. Marko sends his apologies but… matters of state." The woman sitting on Otto's other side introduced herself and Otto raised a mental eyebrow as he looked at her, recognizing her as being the cloned Kryptonian who had been one of Magneto's Acolytes before falling to Apocalypse. Turning his attention back to the introductions, he managed to catch the final one.

"Night Thrasher, New Warriors."

"Thank you." Clark said. "To those of you for whom this is your first meeting, welcome. For those who have been here before, my mother is overseeing the buffet which we will have afterwards."

A rumbling of approval rose and Otto leaned slightly towards the New Olympian.

"Is she as good as the rumors say?" he whispered.

"No, she's better." Tauros replied, licking his lips. "And she gives cookies to take back to your team as well."

"Amongst the topics I wish to cover tonight are the new influx of Kryptonians, including methods of neutralizing any who become a threat, as well as the recent Sentinel crisis. If any of you wish to add a topic to this meeting, please enter it at your terminal now and once I have covered the first three topics, I will pass leadership of the meeting to the person presenting the next topic."

Galatea quickly typed several words, as did several others around the table. Clark looked at the screen in front of him, then he glanced up. "Reed, Rhodey, both of you wish to cover the same topic."

"Rhodey can present it." Reed stated. "I can never seem to do proper public speaking without lapsing into what Johnny keeps calling geek-speak."

Several of the team leaders chuckled and War Machine nodded.

"Thanks, Reed. Send me your notes and I'll try to do them justice."

"Is this normal?" Otto asked Galatea and she nodded.

"Seems to be. Of course, this is only the second meeting I've attended."

"The first order of business is the case of Karima Shapandar." Clark stated. "Due to her mutant power, she survived the bio-Sentinel transformation and we have confirmed she is in full control of herself, although she is still adapting to the use of her powers. However, she has been dismissed from the NYPD and has asked for a chance to join a team…"

"The East Coast Avengers'll be happy to take her." War Machine said. "We have Squirrel Girl already, if things go wrong, we can handle it."

"Squirrel Girl?" Otto asked.

"Pray you never go up against her." Galatea warned. "She took down Thanos. _While_ he was using the Infinity Gauntlet…"


	17. Old Friends

Clark blinked as Eric Lensherr carefully entered the kitchen, going slowly so that his companion could use him as a support. Reaching a chair, Eric helped his companion to sit down, then took the chair next to him.

"Charles?" Clark asked. "Wha… how?"

"You remember the med-pod that arrived yesterday?" Charles Xavier asked and Clark nodded. "Eric made a comment about my paralysis and I realized that for some reason, I'd never actually thought about getting myself healed, so I volunteered to be the first through the pod with Forge and Tekmage monitoring it to check it was safe. Walking is harder than I remember it to be, though…"

"I did try to tell you to take it easy." Eric pointed out with a slight smile. "You have been sitting down for several decades, so even with the rebuilding that the med-pod did…"

Eric trailed off as Charles nodded. "Indeed, old friend, but actually being able to walk once more… I had forgotten what it felt like. I didn't miss the cramps, though."

"And the pod worked perfectly." Tekmage added as he entered the room. "Forge is heading off, something about a blackbird. He also said something about a second pod, but I'm not sure where it would fit."

"We have a second medbay in the X-Men's base." Xavier commented. "I'm afraid that it's restricted, though."

"No problems." Tekmage shrugged. "I'm heading out tomorrow, anyway. I'm joining the Solar Defense Fleet, my powers give me quite an advantage now that I've managed to learn how Kryptonian Tech feels like. It's _really_ different from Earth-tech."

"Most of my Acolytes are finding new paths to follow." Magneto commented. "I have given each of them a fairly large sum of money to aid them on their way, but several seem to have gone into hiding rather than take advantage of the pardon that was offered. As for me… I find myself looking forwards to teaching. Clark, I must ask… should I wear a suit or my caped armor?"

"I can probably run up a new outfit for you, one that at the very least doesn't interfere with your power." Clark mused. "All of the X-men use Kryptonian-tech bodysuits, a few modifications… I could probably make it easier for you to fly as well."

"Unless I have a large amount of metal around, it can be fairly draining." Eric admitted. "It would be appreciated, I am no longer as young as I once was."

"Morning, dad!" Chris called as he burst into the kitchen. "Morning gran, morning Doctor X. Erm… hi? Who are you?"

"They are Magneto and Tekmage." Laura said as she walked into the kitchen. "Have read files. You should too."

"I know, I know." Chris sighed as he pulled out two chairs and flopped into one of them. "I'm _starving_. Thanks, gran!"

Martha smiled as she slipped a plate of food in front of Chris, then she put one in front of Laura, who nodded in thanks. "Eat up, you've still got a lot of growing up to do."

"So, at last we meet." Eric said with a smile, capturing Martha's hand and bowing to kiss the knuckles of it. "I have heard tales of your divine cooking, Mrs Kent. It is an honor to be in the presence of one so gifted."

"Flatterer." Martha giggled as she reclaimed her hand while Charles rolled his eyes.

"Eric." A new voice said as Mystique entered, pausing long enough to exchange kisses with Clark.

"Eugh, kissy stuff." Chris whined.

"I am certain that when you are older, you will understand the attraction of, as you so eloquently put it, _kissy stuff_." Eirc snarked. "Mystique, I am glad to see you are well. I can only apologize for not attending your wedding to offer my congratulations and best wishes then."

"Thank you." Raven smiled as she accepted a plate of food and sat down next to her husband. "It's been… interesting. In a good way."

"I am glad to see that you finally have a true family." Magneto continued as he sat down, accepting a plate of food with a grateful nod. "Although I once had one, I let my philosophical stance become more important… something that I now regret."

"That reminds me, Wanda will be coming back soon, with the other students." Charles offered. "She has undergone a large amount of therapy which has helped her to adjust to real life."

"I could not help her, so I placed her where I thought she could do no damage." Magneto sighed. "I should have searched harder for a way to help her."

"Hindsight is always twenty-twenty." Raven offered, then she frowned slightly. "Clark, I think you and I should intercept Wanda before she and the other students return. She will need to be warned."

.

"How do I look?"

Charles glanced up from the paperwork on his desk. Magneto stood in the doorway, wearing a black under-suit with a dark purple, calf-length open coat that flared like a cape. Metallic boots and bracers matched the trim on the coat while set by his left lapel was an icon that Xavier had never seen before, but whose component parts he recognized instantly. The icon was Magneto's helmet superimposed over the Institute's logo.

"Nice." Charles nodded. "You make it look good."

"Not only is there metal woven through this entire suit, but it contains Kryptonian technology that allows me to use my power like never before." Magneto said, a smile crossing his normally-stern face. "Perhaps, had I not been so arrogant and convinced of _mutant_ superiority, I might have persuaded Clark to enter our little disagreement on my side."

"That would have been… terrifying." Charles replied after a moment of contemplation.

"Well, what is done is done." Eric said with a slight shrug. "I have to ask, how many of our kind have returned?"

Charles gave Eric a _look_ and he winced.

"My apologies. Decades of habit are hard to break. I meant to ask, how many _mutants_ have returned?"

"All the Institute students and about a dozen others in Bayville that I am aware of." Charles finally supplied. "Most of the others are remaining on New Krypton, the majority of them in New Kryptonopolis."

"I have seen some of the pamphlets and the apartments there are indeed quite large." Eric agreed. "Why have a small home on Earth when you could have an apartment thrice the size on New Krypton? An apartment supplied with _extremely_ advanced technology, no less."

"You'll find quite a bit of the same technology at Bayville High." Charles supplied, earning a quizzical eyebrow. "Clark has overseen the refitting of the school so that the building is virtually immune to the use of most metahuman powers. Kitty was… _not_ happy to find she couldn't take short-cuts any more."

Eric's lips twitched into a smile. "Well, I must fly… quite literally, in fact. I find myself looking forwards to this."

"By the way, where are you staying?" Charles asked curiously. "May said that you had a place, but she didn't mention where?"

"With the Brotherhood for now." Eric said. "I have asked Mystique for forgiveness and she has indeed forgiven me. It is odd, though. For over a decade, I was the one who was in charge and now, I am the second-in-command of the Brotherhood, answering to the one I once commanded. It is taking some getting used to."

"Explains why Raven's been looking rather smug though." Charles mused, hiding a smile, then he lifted a hand to hide a yawn.

"Feel free to laugh, Charles." Eric shot over his shoulder as he left. "We know each other too well to hide when we are amused at what the other one is going through. By the way, you look like you really need to get some sleep."

"I wish I could." Charles whispered as the door closed. "But I keep getting… visions. Of a woman pleading for my help…"

.

Eric brushed his hair back as he he heard the approaching feet. For a moment, he glanced at the helmet resting on his desk, but a few seconds of thought re-affirmed his decision to not wear it. After all, he wanted to be seen as being approachable to the students he was about to induct into the wonders of history and wearing a helmet that cast his face into shadow would not be conducive to that end.

A wave of his hand opened the door before the first student could reach it and the children filed in, some of them giving him looks of shocked recognition as they made their way to their desks. Once they were all seated, Magneto glanced at the small holographic register (which showed that all the students he was expecting had indeed shown up) before he started his introduction.

"Good morning, class. For those of you who do not recognize me, I am your new history teacher, Eric Lensherr, also known as Magneto, former leader of the Acolytes. I am here to show you how we all came to be here today, to introduce you to the great wonders and inspirations of history, to help you build the foundation you need to know where we all came from, a foundation that you will find helps you when you decide where you wish to go and what you want to achieve. To help you with this, I have a book for each of you."

Eric waved and the stack of books in the corner rose, spreading out to come to rest just above each desk. For a moment, the books simply hovered, then they tipped and slid off the metal discs supporting them, landing on the desks of the students. The discs flew back to the corner and neatly stacked themselves as Eric resumed speaking.

"The book you have in front of you now is the Chronicle of the World. It is an excellent book for giving an overview of history with explanations for a great many of the events that have shaped the world that we live in, all presented in an easily-read format. Most of the topics that we will cover in the years to come are mentioned in the book, allowing you to decide which parts you wish to research further. Yes?"

"Mr. Lensherr," The girl who had raised her hand asked, "I'm not complaining, but why a book? Why not simply let us look it up online?"

"Using the book will help you learn other lessons too." Eric said, mentally thanking the girl for the opening that she had given him. "You will learn how to look for things without relying on a search engine, how to identify and use the important facts presented to create your own notes and essays, how to compare the carefully-researched book with the less accurate on-line documents and find the inaccuracies. Also, books do not need power to work while the act of turning the pages can be very soothing. While I do not dispute the advantages of computers and the internet, it is a good idea to have at least some knowledge of other forms of research for one day, you may need them…"

.

"Clark." Eric nodded as he entered the staff room. "Hank."

"Hello, Eric." Hank smiled as he made a mark on the page he was reading with a green pen. "Did you enjoy your lessons?"

"The students are very eager to learn." Eric admitted. "I could most definitely get used to teaching as a career."

"That may be our fault." Clark laughed as he finished pouring a coffee and passed it to Hank, who took it with a nod of thanks. "The students love being taught be super-heroes and try to prove themselves worthy of it."

"Out of interest, did I really see Patriot and Guardsman out on the sports field earlier?" Eric asked as he began to pour himself a cup of tea.

"Connor wanted to see what teaching is like and Isaiah was once in the military." Clark shrugged. "Both of them know plenty of first-aid should it be required and Connor seems to see Isaiah as a mentor-figure."

Eric took a sip from his cup and winced. "This is meant to be _tea_?"

"Yeah, that's why I have coffee whenever I'm teaching here." Clark replied, hiding a smirk. "While May Parker can make an excellent cup of tea, we kind of have _leaf soup_ here."

Eric took another sip and shuddered.

.

* * *

.

"Reed, why aren't you in bed yet?" Susan Richards asked as she leaned forwards to wrap her arms around her absent-minded husband.

"I've been checking the readings sent back by the Solar Defense Force's autonomous recon probes." Reed said, using his power to stretch half-way across the room to type a command into the computer station. "You need to see this."

Susan sighed and glanced at the holographic image with a line of red dots on it.

"What the…?"

"On the plus side, the Kandorian Kryptonians should be fully empowered by then, even if they'll have issues with staying power." Reed commented as another red dot appeared. "I wonder how many planets this thing has taken out? It looks like it's targeting specific planets, but what attracts it?"

"You know, I think I'd like to test _your_ staying power." Susan whispered and Reed opened his mouth, then slapped himself on the forehead.

"I can hear Karsta's voice now. _Reed, stop hugging your instruments and go hug your wife._ Let me shut these down and then I'll do my best to prove I'm sorry for letting myself get so distracted."

Susan sent her Kryptonian best friend a mental thank you as she watched her husband save his data and shut down the computers. At long last, he was showing signs that the training was working.


	18. Political Asylum

"Starship about to drop sublight!" The Major overseeing the tactical department called. "Relaying locus now."

"Understood, pass orders to the nearest vessels for intercept." The Vice-admiral on the central podium commanded, his eyes moving reflexively to the new icon flashing in the holo-display. "Do we have any clue who is coming to visit us?"

"Not at the moment." The sensor-officer called back. "Doubling up scans on the rest of the periphery, just in case this is a distraction."

"Starship has gone sublight!"

For a long moment, only electronic chirps and beeps sounded, then the tac-Major half-turned.

"We have identification. It's a Shi'ar vessel… and it's showing a large amount of damage. Looks like it barely managed the drop to realspace and… apparently power spikes are being detected! First team are moving in now!"

"Make certain they have a teleporter or speedster with them in case they need to get out fast!" The Vice-admiral commanded.

.

The echoed sounds of energy weapons echoed through the darkened cell, then a pair of eyes slowly opened as a voice shouted in a language not spoken by any on the ship.

" _Hey, there's someone in here and it looks like they're being tortured! You keep smashing the power nodes, I'll open this thing up."_

" _Kineticus, stay with Tekmage and prepare to shield him. We don't know what else is in there. Everyone else, keep moving!"_

The noises faded, then suddenly, a cry of triumph heralded the opening of the door, sending light lancing into the cell, illuminating the apparatus holding its occupant so that she could only twitch and whimper.

" _Shit, there's a babe in here! Looks like she's bleeding out… I need a med-team here!"_

"Xavier… I have arrived…" She whispered with a faint smile, before letting the darkness swallow her.

.

"Did she just say… Xavier?" Tekmage asked and Kineticus nodded, her face creased in a frown. "What the hell does she want with the head of the Xavier Academy… and how in hell does she even _know_ him?"

.

* * *

.

"I'm here!" Isaiah called as he barreled into the meeting hall where most of the team were watching a holographic screen. "What's going on?"

"I got this." Connor said as he strolled over to Isaiah. "The SDF intercepted a damaged Shi'ar prisoner transport, one that had been modified to hold a single high-profile prisoner… in a torture device. The ship was attacked by parties unknown and did a crash-translation into our system. The boarding party prevented it from self-destructing and rescued the prisoner. However, when she was rescued, she said _something_ that included Professor X's name. As such, Xavier and Lady Briton are waiting for her to finish getting dressed after her session in the med-pod so they can start asking questions."

Patriot nodded his gratitude as he joined the others. On the screen, Xavier and Braddock were waiting on a large room, Xavier in his customary (but no longer necessary) floating chair while Betsy was slowly pacing near the viewscreen set to show the moonscape. She turned as the door opened and the rescued prisoner entered, clad in a silvery-grey jumpsuit.

"Odd tattoos." Patriot noted, fingers tapping beside his eyes to indicate what he was talking about.

" _Hiaatta ikkariako Xaviar?"_

Xavier floated forwards and stared into the former prisoner's eyes. After a moment, she nodded and Xavier reached up, placing his fingertips on her forehead. Both of them closed their eyes for a long moment as Betsy moved one of the chairs to behind the alien woman, then Xavier broke contact. The woman staggered and Betsy caught her, guiding her into the chair.

" _Attiahanatho…"_

" _Yarradashia hitani. Accuru hamalio English?"_

" _Yeallia… I mean… amazing... I_ can _speak it!"_ The woman gasped, her eyes widening.

" _Welcome to Moonbase Alpha, Sol system."_ Betsy said as she pulled up a chair of her own. _"I am Lady Briton and this is…"_

" _Charles Xavier."_ The woman finished. _"I know. Our minds have been meeting for a while, ever since I was placed in captivity. My name is Lillandra Neramani, former Grand Admiral of the Imperial Guard and the younger sister of Emperor D'Ken of the Shi'ar. I was imprisoned and branded as a traitor when I sought to prevent my brother from making a mistake that will doom us all. He has found the End Of All That Is, the M'Kraan Crystal, and he intends to use it to begin a war of expansion against both the Kree and the Skrulls."_

"That can't be good." Patriot commented.

" _That… sounds inadvisable."_ Xavier said slowly. _"Judging from all that I have heard about the Kree and Skrull, anyone going to war against both of them at once is doomed, unless they have Kryptonian technology or better."_

" _You know about the Kryptonians?"_ Lillandra gasped. _"How?"_

" _We have several million of them living in our solar system."_ Xavier smiled and Lillandra's eyes widened.

" _Then… you can help?"_

" _I will do my best, but it will take time."_ Xavier replied. _"You have my word."_

"That was _too_ quick." Connor grumbled. "We haven't confirmed _anything_ she's told us."

"Actually, she is speaking the truth and nothing back." A new voice offered and everyone looked round to see Sage floating in on her own Kryptonian hover-chair, a smile on her face. "My young friend let me use his teaching her English as an opening to scan her mind. She is far more worried about her brother's megalomania and what it will do to the Shi'ar Empire."

"Maybe I should start the ball rolling." Clark mused. "Let's give her a couple of days to adjust, then I'll introduce her to the Solar Council."

"Aren't they still trying to change the requirements for membership?" Isaiah asked curiously.

"They stopped when Zod offered to take over any country trying to rules-lawyer the process." Clark laughed. "Having several million Kryptonians backing him up _does_ give his threat a certain… validity. Of course, if not for Ursa's presence and the effect she's having on Zod, I would be rather worried given his… _driven_ personality. Speaking of, did you know that she's my Godmother?"

"I came across her and Martha talking about how you were as a baby." Morph snickered, earning a pained look from Clark. "Martha had pulled out all of the baby photos."

"Great." Clark sighed. "Thanks, mom."

.

"Welcome to the Xavier Institute for Higher Learning." Charles smiled as he led Lillandra out of the Door Room and into the entrance hall of the mansion. Several of the students who were making their way through gave them curious looks, but continued on their way. "Here, we help those newly-come into their powers learn to control them, even master them."

"We were on the moon…" Lillandra said in vonder as she looked out of the windows flanking the main door. "Now we are here… how?"

"Modified Asgardian technology." Xavier supplied. "I'll try to get permission to show you later, Asgard is a truly amazing place. For now, though, we are on Earth, one of the two habitable planets in the Solar System and the original planet of the human race. The country is called America and the local area is Bayville. I know these names may not mean much to you now, but they'll help if you wish to research them."

"I will." Lillandra said in a tone that was half-acceptance and half-promise. "You train many here?"

"This is the first of the places that does, but there are others." Xavier shrugged. "New York has the Avenger Cadets, although that's more of a school-club where about half of the children have powers of some sort. It was created so that young Harry could play with other children and it kind of grew from there. A similar thing is on the west coast, Rhodey saw it and decided it was a good idea. Other superteams have followed suit, the Henshin Rangers have the Henshin Trainees, for instance. Some places like Genosha have lessons for those with powers as part of their educational curriculum. But as the first _and_ the one linked to both the X-Men and Superman, yes. Many with powers have chosen to live in Bayville and attend the weekend lessons we offer."

Lillandra looked impressed as Charles led her to the back gardens, then he sat down on one of the chairs with a sigh.

"Sorry, I'm still working on my stamina. Med-pods may be capable of near-miraculous healing, but there are limits even for them. While it is more psychosomatic rather than physical, I do get tired out rather quickly when walking."

Lillandra raised a querying eyebrow as she sat down on the chair opposite him, leaning forwards to rest her arms on the table.

.

"Looks like they're getting along well." Logan stated as he looked down at them from the balcony. "Odd, though. That dame smells like a bird, the feathered kind."

"Charles always had a thing for taking in strays." Eric Lensherr noted before taking a sip of the mug of tea he was holding. "In a way, it's how he and I met."

"Clark'll be here soon." Logan grunted. "You going to try and talk to your daughter once he's here?"

"I am." Eric confirmed quietly. "Perhaps this time, she will allow me to apologise and try to make up for my many, many mistakes with her."

"And if she doesn't, you can always hide behind the boy scout." Logan scoffed.

"A most excellent suggestion, Logan."

Logan blinked. "Wait. What?"

.

* * *

.

"Clark!" Scott called as he vaulted out of his car. Clark smiled as he walked down the steps.

"Scott, I heard you coming. How did it go?"

"Pretty good." Scott grinned as he activated the secondary function of his watch before removing his visor. "Finished helping to demolish the buildings that were severely damaged by the Sentinels . Blob really does a _lot_ of damage when he does a shoulder-roll into a wall. Avalanche helped by cracking several support pillars from a distance, making it easier to take down the buildings."

"It's good to see you're getting on well with them." Clark smiled as he and Scott entered the mansion. "By the way, where's Jean? Wasn't she with you?"

"She had me drop her off at the mall." Scott shrugged. "Several of the others were there and she said she'd hitch a lift back with them in the van."

Clark nodded. "Rogue went off with Storm and Jubilee to get some new clothes. Must be them that Jean's meeting up with."

"Have to admit, though, that things are rather quiet." Scott sighed, then he looked round worriedly. "Not saying I want another Sentinel attack or anything like that, but things are quite quiet."

"Probably a good thing." Clark agreed.

"Oh, any luck on un-shrinking those planets you recovered from Brainiac?"

"No." Clark growled. "We were able to restore Kandor, but Brainiac had obviously learned from it. He used a similar method on the planets, but one _just_ different enough that we can't un-shrink them the same way. In addition, Tony and Reed managed to get some idea of the energy costs needed to overcome the technique he used and… six months of total planetary power output."

"Well, could you just store it up and do one at a time?" Scott asked, causing Clark to look askance at him.

"Six months… per planet."

"Oh. Um. I… see. Yeah, that would be a problem."

"Zod said that once he's finished with setting up the defensive systems he wants in place to protect Earth and New Krypton, he'll see about diverting some power generation capacity towards the planets, but it'll take him a few years."

"What's he doing?" Scott asked and Clark shrugged.

"I haven't actually asked, but the other two of the Triumvirate both approve of it, as does Ursa, so it's not going to be anything bad… hmm. Now that you mention it, perhaps I _should_ ask. Just to be on the safe side."

Scott started to answer, then he paused.

"Sorry, Clark, the professor wants me. Speak to you soon!"

Clark turned to head to his quarters as Scott jogged off down the hall. Tilting his head slightly, he listened for three familiar heartbeats, then started to jog so that he could join them.

.

* * *

.

"Good afternoon."

Modok froze as the unexpected voice spoke, then he manipulated the low-level repulsors in his life-support chair to turn away from the computer he was interfacing with. As he rotated, he activated the secondary scanning arrays in his chair in addition to activating (but not deploying) the energy blaster underneath his left armrest. Halting his rotation, he stared at the person smiling at him from the doorway of his hidden lair.

" **you appear to be doctor armin zola, but all files indicate that he died several decades ago. are you a relative of his?"**

"I am Armin Zola." The man replied, his skin briefly shifting silver and back. "Before I died, I had myself uploaded into a computer, that I would not truly die. Master Mold granted me a new body and now, I seek someone to work alongside as I resurrect Hydra once more."

" **given the recent events, would such a task be possible?"** Modok asked and Zola shrugged.

"I do not know. There are still remnants of Hydra out there, waiting to be re-united. I have already contacted several, _very_ carefully, and they are ready. It will be decades before we stand a chance of making a true move once more, yet with your help, we may reduce that time…"

" **no."** Modok said firmly. **"to reduce the time frame would be to raise the risk of failure. plans must be made, tested and adapted. resources gathered. a new base found, one that must be located somewhere that is immune to attack, giving us a chance to build our forces without being noticed by those who seek to preserve the status quo."**

Zola hid a smirk as he noted how Modok had included himself in his description of what Hydra needed.

"I have spoken to one whose entire family has been with Hydra since the day it was formed. You have heard of him, noted industrialist Gideon Malick. He has even provided me with data on a portal Hydra has been experimenting with for centuries. I believe that it is worth a look. After all, locating Hydra's main base in a different reality would be _extremely_ secure…"


	19. Expedition

"… _and so, I come before you to plead for aid."_ Lillandra said, her musical voice carrying across the United Nations assembly. _"My brother seeks to destroy all in his path, a desire for destruction that will inevitably result in you coming to his attention and if he is not stopped, he will be able to crush you even though you are allies with the Kryptonians…"_

"She _is_ good." Zod noted as he and Clark watched the transmission. "And she has a point. The Shi'ar vessel _was_ using Kryptonian technology and it _wasn't_ a front-line vessel. Fortunately, they didn't get more than a tithe of that which survived Krypton's destruction, my people are scavenging all the remaining technology still in Rao."

Clark blinked. "Isn't that the name of your… _our_ god?"

Zod nodded. "It is. Also the name of the star, although humans know it as LHS 2520. I occasionally amuse myself by wondering just what name they would have given it."

"Where is it?" Clark asked curiously. "There are so many stars up there, where should I be looking?"

"You need a telescope or similar… although given our enhanced vision, that might not actually be true, now that I come to think about it." Zod replied. "Look for the human constellation Corvus, then draw an imaginary line from the lowest star to the upper one. Extend the line upwards by half its length and that's where you'll see Rao. If the telescope is big enough or you're using the stellar array, you can even see the asteroid field that was once Krypton. But it looks like Lillandra's finished her speech."

Clark turned back to see Lillandra leave the stage and Zod snarled.

"Look at them. _Listen_ to them. Small-minded politicians, each trying to find a reason not to help her while goading their neighbors into taking up the burden instead. There are times that I despair about the future of Earth, if people like _these_ are in charge. And then I meet people like King Marko and King T'Challa and realize that there is indeed hope."

"I… have no idea how to respond to that." Clark admitted.

"Just imagine what would happen if Steve Rogers agreed to become President. After all, I know that he got eight percent of the vote on the last election as a write-in candidate." Zod added with a wry smile. "He'd probably end up protecting the Secret Service agents."

"I think I heard something about that." Clark admitted. "I didn't pay it all that much attention, though… I don't remember them saying who it was."

"And no-one mentioned that _you_ got seven percent of the vote?" Zod asked, causing Clark to stare at him in shock. "I see not. Interesting, I may need to have the news companies investigated."

"Wait. What?"

Zod turned and strode off, half-turning to continue talking. "I believe it is time to call for a meeting."

"Hang on!" Clark muttered. "Seven percent? What? Hey, wait up!"

.

"Morons! Idiots! _Zha'kasstiano_! Fools!" Lillandra cursed as she stomped through the doors. "I seek help to save the universe and what do I find? Worthless, spineless _jharrikaniguks_ that can't make a decision more complicated than which shoe to seal first!"

"I think she's pissed." Juggernaut chuckled, causing Lillandra to freeze as she realized that she had entered a room full of people.

"Lillandra, welcome." Zod said, rising from his seat at the head of the table to give her a bow of welcome. "On behalf of those of us who _do_ know how to make decisions, I apologize for subjecting you to the self-serving politicians. I assure you, we do try to prevent them from screwing things up too badly, but all they really care about is getting elected."

"Too _jhrakhled_ true." Lillinara sighed as she sat down in the chair at the foot of the long table, Charles taking his place beside her. "So, I assume that I am now facing the true decision makers of Sol System."

"To a degree." Zod shrugged. "I personally represent the Triumvirate of New Krypton, the other two have said that they'll support my decision on this matter. As for this world, it is those who are willing to go of their own free will that you need to persuade. Not politicians, but _heroes_. And that is why we are here. Before you are the leaders of many of the superhero teams, or those allied to them. This discussion is being broadcast to all the super-teams on both Earth and New Krypton. They already know what is at stake."

Lillandra's eyes widened as Zod spoke. "You mean…"

"We will help." Zod confirmed as Clark, sat beside him, nodded. "I will place a division of cruisers at your service. I have already received requests from a score of Kryptonians who seek adventure and over a hundred times that number of humans have volunteered to aid. The vessels will have full crews, well trained crews, and full complements of soldiers to aid you."

Lillinara inhaled sharply, then she tried to speak but failed. Charles placed a hand on her shoulder and smiled at her before turning to face the others.

"What Lillinara is failing to say is… thank you." He said and Lillinara nodded in confirmation.

"That's not all." Scott Summers noted. "As well as tech-enhanced humans, you're getting a Powered contingent as well. I'll be leading it with Jean as my second. In my absence, Talon is taking over as leader of the X-men. I've asked Logan to go easy on him."

"Thank you." Lillinara whispered.

"Oh, Clark, since I'm going as well, I've asked an old friend to take over running the Institute for me." Charles added.

Clark shot him a curious look and Charles smiled impishly.

"He'll be waiting for us in my office after the meeting."

.

.

"Welcome back, old friend."

"It's good to _be_ back, old friend." Charles returned as Clark stared in shock at the man sitting behind the desk as if he'd always been there.

"Wait…" Clark finally said. "I… this may come out wrong, so I'm sorry in advance, but… Magneto?"

"You think my old friend invited me over simply to see his house and ability to walk once more?" Magneto asked, the corner of his mouth curling into a wry smile. "No, Superman. Charles has always dreamed of teaching the next generation of mutants and back when we first worked together as the leaders of Task Force X, I shared his dream. I was not as fixated on it as Charles was… and still is, come to think about it, but I understood and supported him until our paths diverged.  
"And now that we walk the same path once more, my skills are his to command once again."

"Of course, I have placed _some_ precautions." Charles added and Magneto nodded.

"It would take a stronger man than even I to go against those two formidable ladies." He chuckled. "Were I a decade younger, I might be tempted to try to woo one of them… although I remain undecided as to which one I would seek to woo."

Clark stared at the Master of Magnetism before sighing. "Alright. So, just to check. No plans to conquer the world or try to transform everyone into mutants?"

"Should I decide to do so, you have my word that I shall resign from both the Institute and Bayville High first." Magneto promised, causing Charles to give him a _Look_. "No, I have no such plans."

" _Thank_ you." Clark muttered, earning an amused look from Eric.

"Moving on," Charles said calmly, although a slight twitching of his lips betrayed his amusement, "Several of my people, and a few of Eric's, are going to come with Lillandra and myself. Jean and Scott are both coming, as are Chrome and Myst, both of whom are curious to see what other worlds are like. SHIELD, or SWORD to be more accurate, are sending along their Team Beta under Agent Kimberly Taylor. She was one of the last agents personally trained by Fury."

" _Personally_ trained by Fury?" Eric asked in shock. "Then I am indeed relieved that I never crossed paths with her."

"I have talked to WAND, but they do not have many operatives, so cannot spare one."

"Wait." Eric frowned. "Wand? Who are they?"

"Another subdivision of SHIELD, but one which deals with problems of a more… mystical nature." Charles explained. "Their full title is the **W** izardry, **A** lchemical and **N** ecromancy **D** epartment. They apparently recruit a number of fully-trained wizards from the magical schools around the world and co-operate with their various magical counterpart organisations. The one in the UK is rather amusingly known as the Unspeakables."

"Any other divisions of SHIELD I don't know about?" Eric asked with a disbelieving chuckle.

"ARMOR." Clark promptly responded. "They're effectively acting as mission control and the overseers of the Moonbase under cover of being a dedicated SHIELD team,although I'm not certain that they know that I know. Not surprising since their remit is to monitor alternate reality incursions and provide intelligence to the groups assigned to intercept said incursions. If you're interested, their name is an acronym for **A** lternate **R** eality **M** onitoring and **O** perational **R** esponse."

"So much that I never knew." Eric marveled, then he frowned. "Wait, _should_ I know about them?"

"Now that you're in charge of the Institute, yes." Charles said. "Of course, should you choose to return to your previous path, you will forget everything you learned in this office."

Eric froze. "How?"

"Mr Black?" Clark asked with a slight smirk.

"Henchgirl, actually." Charles gently corrected. "She set it up for me just before she headed out on a mission for Mr Black to a place called… I think it was Sunagakure."

"Sunagakure?" Eric repeated. "I don't recall hearing of a place with that name…"

"Different reality." Charles explained. "It doesn't really affect us, although if you decide you need more security for the Institute for any reason, the shinobi village of Konohagakure is on the contact list. They can be trusted, Fury hired quite a few of them to help him clean up SHIELD."

Eric stared at him in near-shock for a long moment.

"There is one other important thing that you _need_ to do before I can formally hand over the Institute to you…" Charles prompted and Eric seemed to collapse in on himself.

"I am a proud man, Charles." He whispered. "I dislike having to apologize… even when I _know_ I was in the wrong."

"It needs to be done." Charles said just as quietly and Eric nodded.

"I agree. Clark… if you would be so kind as to ask my daughter to join us… It is time and past that I face the mistakes of my past… and take responsibility for them…"

"Of course." Clark said as he rose from his chair.

.

* * *

.

Wanda flopped onto her bed, still reeling from encountering her father.

"Something go wrong?" Ororo asked, peering round the doorframe and Wanda gave a slight shrug.

"Yes… no… maybe?"

Ororo slipped through, closing the door behind her and sat down , lifting Wanda slightly so that Wanda's head rested on her lap. Wanda sighed as Ororo started running gentle fingers through her hair.

"Storm… you know that Xavier is leaving?"

"I do." Ororo confirmed. "I know where he's going, why and some of the people who he's going with. Why?"

"Well… his replacement is… Magneto."

Ororo nodded, her face reflecting her concern. "I was aware of that… is it going to be a problem?"

"He apologized to me." Wanda growled. "He explained that he couldn't help me, that he wanted me safe until he could find someone who could teach me how to use my powers… that hearing that Xavier and Clark had taken me in made him… happy…"

Ororo remained silent, stroking the younger girl's hair in an attempt to help her relax.

"He apologized." Wanda whispered again, her mind flashing back.

"… _I am a prideful man, Wanda. In fact, many have said, with some accuracy, that I am arrogant.  
_ " _That I care only for those who are useful to me, that I place my goals above even friendship.  
_ " _There is truth in those statements.  
_ " _I have been forced to open my eyes to that which I refused to see before.  
_ " _To understand that my plans would have inevitably brought disaster on myself and the whole world.  
_ " _It was not an easy realization to make.  
_ " _I cannot change the past, Wanda.  
_ " _All the things I have done, all the mistakes I have made, I cannot undo, only try to atone for.  
_ " _And thus, I promise this. I will try my best to make amends for how I set you aside when you were but a small girl.  
_ " _I will do my utmost to support you as you make your own decisions as to what you wish to do, give you the tools you need to achieve that which you desire.  
_ " _But I will not try to control you in any way. I will not seek to force you into any given path. I did that before, and it was one of my greatest mistakes.  
_ " _I can only hope that in the fullness of time, you will find it in your heart to forgive a foolish man who got carried away in his dreams of the future and who lost sight of the true things in life."_

"…he apologized." She repeated. "But… Magneto _never_ apologizes…"

"Perhaps Clark finally got to him?" Ororo suggested, causing Wanda to snort with laughter.

"Yeah, maybe…"

.

* * *

.

Beyond the Oort cloud, space seemed to twist and warp briefly, snapping back to reveal that a silvery shape had appeared, apparently from nowhere.

For a long moment, the shape remained motionless, then it started to accelerate towards a distant speck of marbled blue.


	20. Departures

"Ah, Clark! And I see you brought your team-mates!" Zod called expansively as Clark entered the Viewing Gallery, the Protectors in tow. Clark smiled at the sight of Zod with a grin on his face as his wife snuggled into his side.

"Go mingle." Clark laughingly ordered his team before making his way to the Kryptonian General, pausing only to exchange a few pleasantries with various diplomats and celebrities who had come to witness the departure of the Solar Expeditionary Force.

"Hello, Godson." Ursa smiled as Clark stepped up onto the low dais where she and Zod were standing.

"Godmother." Clark nodded back respectfully. "Governor-General."

"Just in time, I see." Zod commented, then he waved to indicate the large holo-screen floating above the three-meter-high viewport with its view of the floating vessels and something that Clark didn't recognize.

"Zod, what is that cylinder?"

Zod followed his gaze to the floating object. Over four times wider than any of the starships in view and with a depth of twenty meters, the floating structure looked incomplete, metal ribs and columns yet to be covered by an outer shell.

"That is the Gate to Rao." Zod explained. "How did you think we have been able to recover as much of the Kryptonian tech from Rao as we have? Especially the shield arrays that will soon protect our entire system. That Gate is based on the Doors that you and the Asgardians developed. Larger, and with a far greater range, but requiring far more power as well. It is set into a station at the other end and now it is in a defensive position, we will finish installing it into this station too, connecting both stations and allowing us to send ships through as well as simply stepping from one station to the other."

"And the ships are facing it… because?" Clark prompted.

"It will cut their journey time _and_ prevent the Shi'ar forces from simply backtracking them to here." Zod explained. "Should Lillandra fail, the Shi'ar will not have _proof_ of where they should strike back, only suspicions."

"…wow." Clark smiled. "I'm impressed."

"And so you should be." Zod declaimed haughtily before Ursa elbowed him gently.

"And if Lillandra wins?" Clark prompted.

"You have inspired my thoughts for that." Zod said, earning a curious look from Clark. "If Lillandra wins, as we all hope she should, then we will use the station in Rao as a basis for expansion, a station that has the Gate to Sol in the middle and Gates to other systems arranged in rings. It shall be named the Nexus and shall be overseen by the Solarian Defense Force as a place where all sentients may meet and pursue trade or resolve diplomatic issues without the need of recourse to war."

"…have you been watching those sci-fi programs being piped in from the other realities via the Moonbase?" Clark asked suspiciously, earning a hearty laugh from Zod and a giggle from Ursa.

"Ursa… has become quite a fan of that series with the law enforcement officer and his… wolf." Zod said as Ursa nodded. "I prefer the one about the ex-military fugitives. I can empathize with how they were framed for a crime they did not commit… although some of the things they build really should _not_ work."

Clark started to reply, but he was interrupted by a chime that echoed across the gallery. The screen that had been showing the assembled task-force switched views to show the bridge of the lead starship with two command seats. Lillandra sat regally on the primary seat while the slightly smaller one to her left was occupied by Charles Xavier, who had a familiar circlet adorning his brow.

"Is there another Cerebro unit in that ship?" Clark whispered and Zod nodded in confirmation.

" _My friends and allies."_ Lillandra said, her voice sounding from the hidden speakers with perfect fidelity, _"It is time for me to return to my homeworld to confront my brother, a task which I could not have dreamed of achieving without help. And help you have given, help beyond that which I could have hoped for.  
_ " _As I leave this safe harbor that you have provided, I do so in the hopes of returning in victory, of bringing with me an eternal alliance with the Shi'ar Empire, not of an Imperium to a protectorate, but as true equals willing to move forwards to a brighter future.  
_ " _I leave you now with my most heartfelt thanks and gratitude. By the grace of the gods Sharra and K'ythri, I will return to you to present my gratitude, and that of my Empire.  
_ " _Fare thee well, people of Sol System, and may you live in peaceful prosperity."_

As she finished, the ships visible as distant spots in the viewport started to accelerate and the screen reverted to show the vessels moving into formation to pass through the Gate in turn.

"Good luck." Clark whispered.

.

* * *

.

"How did Charles do it?" Eric half-complained as Clark and Raven paused in the doorway. "All that paperwork… at least it's good practice in fine-manipulation."

"He uses his power to write with metal pens." Raven expained quietly to Clark. "He has trained himself to be able to write three different things at the same time."

"Impressive." Clark admitted just as quietly, then he turned back to where Eric was scowling at one particular piece of paper.

"I'm afraid it's time for me to head back to the Moonbase, but I'll be around this evening, should you need help." He said. "Of course, there's always Martha and May to ask."

"Believe me, I have already asked both for aid." Eric sighed. "Storm too. If I thought Sabertooth would do anything other than rip apart the papers, I would ask him too."

Clark paused at that admission. "Sabertooth?"

"He joined me because he enjoys fighting." Eric said with a slight shrug. "Despite his appearance, he is one of the best fighters I have ever met. No real style, but he has admitted to over two centuries of experience. Oh, and he dislikes you. Something about Alaska, I believe."

Clarck snickered at the memories of dropping Sabertooth onto a snowy mountain. "I can see why he'd hold a grudge for that."

"He also enjoys exploring." Magneto added. "The last message I got from him said he was heading to New Krypton to check out the wilderness. I know the whole planet has been mapped out via satellite, but Sabertooth quite likes to find places that no-one has ever set foot in before."

"That'll hopefully keep him out of mischief for several decades, at the very least." Clark mused.

"Given that Kandor has several zoos and QNA-storage areas which the Kryptonians are beginning to use to re-seed the wilderness of New Krypton with Kryptonian plants and animals… slightly modified so that the animals don't develop super-powers, I think he will find quite a bit to amuse himself with." Eric agreed. "The others… I haven't kept track of. I thought that they deserved the chance of a truly fresh start. Of course, should they get into trouble again…"

Clark nodded in understanding.

.

"Fascinating… Absolutely fascinating."

Susan Storm and Karsta Wor-Ul exchanged worried looks as Reed's comment drifted out from his lab.

"You check to see he isn't about to blow us up again, I'll round up Ben and Johnny ready to run." Karsta whispered.

"You're stronger than me, and tougher." Susan protested.

"You have force fields for protection and I can carry the two big kids faster than you can." Karsta countered, causing Susan to slump in defeat.

"Fine." She growled as she stomped back to the lab. Stepping in, her eyes darted round, scanning the banks of apparatus and bubbling chemicals until she spotted her husband sat in front of the computer console, his attention on the giant screen in front of him.

"Karsta?" Susan said quietly into her communicator, "It may be a false alarm. Nothing's looking like it's about to go critical and Reed is on the computer."

" _Understood."_ Karsta replied. _"Dropping down from_ Panic Stations _to_ Stay Alert _."_

Susan fought down a giggle at the Kryptonian's response and deactivated the comm, but not before she heard her brother chortling on the far end of the connection.

"Reed? What is it?"

"Hmm?" Reed turned his head to look at her, then his eyes widened. "HERBIE, why didn't you tell me I was about to be late for the meal?"

" _Because you are not, there are still two hours until you need to prepare."_

Reed frowned. "Then… what's happening?"

"I came in here to ask _you_ that." Susan countered. "You said something was _fascinating_ , and since that usually precedes an explosion…"

Reed blushed as Susan trailed off. "It doesn't… does it?"

" _Analysis of explosions in the Baxter Building indicate that sixty-seven point two percent of them are indeed preceded by Mr Fantastic using the word_ Fascinating _. If the words_ Interesting _and_ Unusual _are included, the percentage rises to ninety-eight pont six percent."_

Susan fought down the giggles that threatened to consume her as Reed simply stared at HERBIE's presence indicator in shock.

"So, assuming that this _isn't_ the prelude to an explosion, then what's so interesting?" Susan finally managed.

"Wha… _Oh_! Right!" Reed shook his head in an attempt to re-focus. "Sorry. _Something_ came in between the sensor arrays without actually triggering them, but I was running a full-spectrum sweep and picked it up. It's power signature is similar to ours, but rotated so that instead of propagating along the dimensions we perceive as reality, the energy emissions are instead flowing through the sub-dimensions in a way that cause the _strange_ and _charm_ Quarks to temporarily switch their polarities…"

Susan raised a hand to halt the techno-speak and Reed face-palmed.

"I know, I know. _Dumb it down_. Something bypassed our defenses and is on Earth. I'm trying to track it, but even with Kryptonian sensors, I'm having trouble. It is strong, though. If it was a Mutant, it would be Omega-class."

"And have you informed the Protectors?" Susan pressed. "You haven't, have you?"

Reed's expression of embarrassment was all the answer that she needed.

"Call. Them."

.

"Clark here."

" _Clark, it's Reed. There's a situation that you should be aware of."_

Clark looked up from the never-ending parade of e-forms he was having to deal with, a chore even _with_ super-speed.

"A _situation_?" Clark repeated, raising a mental eyebrow. "Define situation."

" _Well, it doesn't seem to be an_ Oh God, Oh God, we're all going to die _, but it could be too big for us, so I persuaded Reed to give you a heads-up."_ Susan Richards interjected, causing Clark to chuckle.

"Can I activate the visual link?"

" _Visual… oh! HERBIE, initiate visual communications."_

A holoscreen appeared and Clark nodded in greeting to Reed, who was sat in his favourite chair, and Susan, who was standing just behind him, leaning with one hand resting on his shoulder.

"So, you mentioned a situation?"

" _Unknown entity of possibly-Omega-level power on Earth."_ Reed summarized, his hands busy. A set of holoscreens appeared around the one Reed was on, causing Clark to give the scientist a quizzical look.

"Did you just hack the Moonbase?"

" _Hm? Oh! Oh no, I simply expanded the visual link to include secondary screens."_ Reed explained quickly. _"Alright, if you look at_ this _screen, you can see the star map showing previous power surges that seem to match the entity. If I do_ this _, you can see that all the planets that the energy-burst was recorded on ceased to radiate soon after, but the timing is slightly off. Now, the screen above it shows the one clear picture of the entity that I've been able to locate."_

Clark turned his attention to the screen in question as Reed continued.

" _Now, xenobiology is complex. Without a chance to actually study this entity, I can only speculate. Although it seems to fit the masculine portion of the gender spectrum, the lack of any primary sexual characteristics make a true classification almost impossible."_

"Reed," Clark interrupted, "Do you have a name for this entity?"

" _Based on its apparent means of transportation, I do."_ Reed admitted. _"The file I am creating is headed… The Silver Surfer."_


	21. Silver Surfer

"We may have a problem."

Clark looked up at Reed's embarrassed admission and stared at the rocky man before him.

"Reed?"

"Yeah." Reed sighed with a shrug of his larger-than-normal shoulders. "We made a discovery regarding the Silver Surfer. A… very _annoying_ discovery."

"I kinda like it." Johnny laughed as he rippled into visibility. "Pranks are just so _awesome_ when you're invisible!"

A long arm snaked through the doorway to slap Johnny on the back of his head with a rolled-up newspaper, then the arm shortened as its owner, Susan Richards, entered the office.

"Dammit, Sue." Johnny whined. "That _hurt_."

"Shut it or I'll give you a hotfoot!" Ben Grimm growled as he walked in, flames dancing around his fully-human form.

"What… the… heck?" Clark managed and Reed gave him a pleading look.

"The Surfer destabilized our powers, meaning that every time we touch, we seem to trade powers. Like this."

Before Johnny could dodge, Reed tapped him on his shoulder, causing Reed to go semi-transparent and Johnny to morph into a rocky caricature of his former self.

"Dammit, Reed." He groaned before Ben dope-slapped him, turning Johnny back to how he normally was while Ben regained his rocky form.

"So, you need Kryptonian help?" Clark offered, only to pause as Reed shook his head.

"That might be a _bad_ move. You see…"

"…after I punched him once, he grabbed my arm, then suddenly my powers vanished." Karsta stated as she flew in. "Fortunately it was only temporary, no more than an hour, but it scared the _hell_ out of me while it lasted. It was also _very_ lucky for us that Captain Britain was helping to fix the London Eye and he caught me on my way down."

"He can destabilize _our_ powers and negate Kryptonians." Reed summarized. "Plus, he's leaving holes."

Clark blinked at the apparent non-sequitur. "Holes?"

"Holes." Reed confirmed. "One of them seems to have drained the Thames."

"While they were trying to take down the Surfer, I had to put the London Eye back on its axle." Karsta interjected. "I'd just finished when the Surfer took them all down, so I tried to take him down. Didn't work. I held back too much on my initial attack, I didn't want to splash him."

"You mean _break_ him?" Johnny asked and Karsta shook her head.

"He relies on his board to fly and by the time I reached him, we were over a mile up. I meant _splash_."

Johnny's face went blank for a long moment, then he paled and winced. "I _so_ didn't need that image!"

Clark cleared his throat in order to regain their attention. Once they were looking at him, he spoke.

"So we have a flying surfer able to create giant holes of unknown purpose, one who is able to cause solar-initiated metahuman powers to switch and to power down Kryptonians… Reed, can you track him?"

Reed nodded slowly. "Of course, but… what good will it do?"

"Mutants and tech-users for starters." Clark supplied, causing Reed to facepalm at having overlooked the obvious. "Plus, we only _know_ he can alter _solar-initiated_ metahuman powers, what about those that activated due to environment or stress? Give me ten minutes and I'll have Sif and the Warriors Four here as well. Four Asguardians and a warrior-trained Kryptonian should tilt the balance in our favor, even if Nightwing has to be relegated to a support role."

"So, we have a plan?" Ben asked and Reed lowered his hand to look at his oldest friend.

"Yes, we have a plan."

.

"Clark of Kent, Clan El, I come leading the Warriors Four to thine aid." Sif declaimed as she strode into the room, the other four following her. "We have read the information you sent us and have brought with us one of our skyboats, that we may chase this being through the skies."

Clark blinked. "I… thought that your skyboats were too big for the Doors and I have a standing order with Control to alert me to any use of the Bifrost…"

"We traded a few techniques with some of Konoha's sword-users. In return, they helped us develop the use of scrolls." Hogun stated, pulling a metal tube out of his belt and holding it so that Clark could see the endcap of the scroll stored inside. "These are incredibly useful. Odin himself spent a day and a half sealing many valuable treasures into scrolls so that they could be stored more safely and take up less room."

"We each have a sky-boat on us." Volstagg added with a wide grin. "And supplies!"

Volstagg seemed to shrink slightly as Sif turned to give him a quelling glance, then she returned her attention to Clark, who was hiding a slight smile. "Will you be leading us into glorious battle?"

"If you can hold him, I'll be rustling up some more help." Clark demurred. "I've already called up a couple others to assist. Since this will be a mobility-issue, I asked Morph to join us as well as David Xanatos."

"Is he not… just a human?" Sif queried.

"But I have a really nice suit." A voice responded from behind them as David Xanatos, wearing his red exo-suit with the helmet retracted, stepped into the office. "Clark. Goliath and the others send their best. I'm sure Fox would, but she, Mystique and Pepper are currently out shopping, along with Alex and Harry. Those two are great playmates."

"Nice suit." Volstagg grinned as he circled the multi-billionaire.

"I upgraded it recently, with Lexington's help and some Kryptonian technology." Xanatos admitted. "Tony and I have developed a bit of a rivalry with our suits, one in which I have a slight advantage. Tony may be a genius and have JARVIS as his helper, but I have Lexington and a large number of other highly-intelligent people I can trust. People who come up with the most interesting of ideas."

"Is that a modified Asguardian Wind-cape?" Nightwing asked, tapping one of the caped wings of Xanatos' suit.

"It is, or at least an Earth-made reproduction." David agreed. "Modified to fit over a Kryptonian crystal-thrust array wing-skeleton, giving me superior speed and agility with a lower energy signature."

"Wind-cape?" Clark queried.

"Old technology, abandoned when we moved to our lift-generators." Sif explained. "We never thought to try combining it with anything… perhaps the SkyGuard idea can be finally put into commission."

"Maybe I can help with that. For a price, of course" Xanatos offered.

"Still looking for the business opportunities, I see." Clark laughed as Xanatos smirked at him.

.

* * *

.

" _I have a fix on the Surfer."_ Reed's voice sounded from the comm. _"He seems to be headed for Japan."_

Sif didn't bother to acknowledge as she sprinted through the Hall of Doors towards the Door leading to the Henshin Rangers, the Warriors Four, Morph (wearing the shape that had once belonged to Archangel) and Xanatos following close behind. Piling through the doorway, they barely slowed as they raced through the headquarters of the Henshin Rangers (ignoring the shocked expression of the girl in psionic armor) and almost exploded out of the front door, Hogun already holding the scroll.

"Unseal!"

A cloud of smoke marked the appearance of the sky-boat and Sif vaulted over the side, grabbing the control tiller as her fellow Asguardians piled aboard.

"Lifting!" She snapped as the boat rose into the sky, Nightwing, Morph and Xanatos flanking it.

"Reed, we need a vector." Xanatos transmitted.

" _I'm sending you a link, David."_

"Got it. South-east. The Surfer's coming in at about Mach 2 so we need to hustle!"

Glancing at the holographic compass, Sif swung the boat around (almost pitching Volstagg out) and cranked the drive unit almost to maximum. Despite the protective force-field bubble, her hair whipped wildly in the breeze of their passage.

"Nightwing, find him and shadow him!" She sent through the comm-device that they had adopted (Midgardians were _so_ useful at times).

" _On it."_ Nightwing sent as he seemed to vanish, a brief _crack_ announcing that he had broken the sound barrier. Sif glanced at the holo-display and noted where Nightwing's dot was, then adjusted course very slightly.

"This should be _fun_!" Volstagg grinned as he checked his sword, the blade briefly lighting up as he channeled his will through it.

Hogun nodded, his dour face somehow showing his eagerness for the impending combat.

.

"Well, this is… different." Victor Toomes allowed as he looked around the large hall. "So many heroes…"

"You'll get used to it." A voice said and Victor half-turned to see the Falcon beside him. "First time in a mass team-up?"

Toomes nodded and Sam Wilson waved around.

"Clark's been pulling in as many fliers as possible. Sure, we're light on Kryptonians, but that's because we _know_ that the Surfer can de-power them. They'll be on catching duty. You know, in case we lose our wings or something."

"Who are _those_?" Victor asked and Sam followed his gaze.

"Oh, the Gargoyles. Various clans, London, New Olympus, Manhattan… the huge guy is Goliath. Xanatos based his armor on him. Looks like quite a few New Olympians are with them…"

"And the statues?"

"Gargoyles." Sam repeated with a slight smile. "Different time zones, so we can have some ready to go at any time. That's Archangel talking to Goliath… he's looking better than he was last time I saw him. Hope he returns to the Guardians soon. Heard that he and Lexington were considering getting married... wonder if Lexy'd transfer from the Manhattan clan…"

"So… what's the plan?" Toomes asked and Sam glanced at him.

"Basically we fly through the portal, capture the Surfer or knock him out or something and bring him back here."

"Huh."

.

"We're getting good readings!" Reed stated.

"We are indeed." Otto Octavius mused. "Reed, check my conclusions, please. They are based on several assumptions that I have yet to prove, but…"

Reed Richards stretched his neck so that he could look at the screen held in Otto's tentacle.

"If that's true… Lexington! We need to reprogram the tertiary arrays! If this is correct…"

.

"There he is!" Fandral shouted, pulling a scroll from his belt, an action mirrored by the other two male Asgardians. As one, they all jumped out of the sky-boat, their scrolls unfurling, then they were engulfed in clouds of smoke from which they emerged, each one piloting their own craft.

"Activate shields and try to take him down!" Sif ordered. "Nightwing, get below us! Xanatos, engage! Morph, send word!"

.

**The Surfer blinked as one flying craft was joined by three, their appearance marked by sugres of energy that he had never before associated with such events. Banking slightly, he moved to pass around the aerial obstacles, only for them to change course.**

**So, they wanted a chase, did they?**

**Then he would oblige.**

**And once they were dealt with, he would complete his task and summon his master.**

.

"We've got him on the run!" Volstagg cheered as he accelerated, using one hand on the control yoke while he waved his sword in the other.

"He's trying to get us to spread out so he can take us one at a time!" Sif countered as she hefted her spear. "Fandral! Hogun, flank left! Volstagg, form up on me and flank right to pincer him! Morph, get above, Xanatos, how fast is your suit?"

" _Very. Why"_ David replied.

"Loop ahead, we'll try to get his attention so you can grab him."

" _Understood."_

.

**The odd beings were trying to flank him!**

**Aiming for a large building, the Surfer** _**reached** _ **for his power and used it to fly straight through, altering the space-time continuum slightly to let him pass unhindered and without leaving a hole for his pursuers. Angling his board upwards, he began to turn, gathering his power to deal with the fir/**

.

"Damn, that had to hurt!" Morph winced, then he triggered his comm.

"Xanatos just tackled him straight off his board!"

" _Somethings happening, he's changing from silver to pewter!"_ David sent, then another voice broke in.

" _This is Reed, our scans indicate his power source is the board he's riding! Separate him from the board!"_

"Already done." Morph replied with a grin, then his eyes widened. "Xanatos! DODGE!"


	22. Mission Of The Surfer

David blinked as the dot in his HUD passed _through_ the wire-frame of the building he was flying over. Looking down, he spotted a distortion forming and flexed his wings, banking hard and bringing his thrusters to max. As he did so, the Surfer emerged from the wall like a blade out of a pond, right into David's flightpath.

.

"Xanatos just tackled him straight off his board!"

" _Something's happening, he's changing from silver to pewter!"_ David sent, then another voice broke in.

" _This is Reed, our scans indicate his power source is the board he's riding! Separate him from the board!"_

"Already done." Morph replied with a grin, then his eyes widened. "Xanatos! DODGE!"

David responded instantly, hurling the Surfer away from him in order to boost himself away from his now-former captive. An instant later, the board that Surfer had been riding slashed through the space he had been occupying before slowing to a halt underneath the falling Surfer's feet.

"Dammit!" Morph cursed. "The Surfer's gone all shiny again, he's powered back up! We might need some help here!"

.

**The ache of the tackle that had seperated him from his board vanished as the Power Cosmic flowed through him once more and the Surfer looked at his adversaries with a newfound, albeit begrudging respect.**

**They had found his weakness.**

**His brow creased in thought, then he dived, curving round the building that he had passed through.**

**Normally, he would do this the normal way, ensuring that the result was the perfect size for his master, but the locals had proven dangerous.**

**He was sure that his Master would not mind just one hole being slightly out of alignment.**

**The Power Cosmic began to form around his clenched fists.**

.

"He's doing something!" Morph shouted into his communicator. "Backup! Backup! Backup! Now! Now! Now!"

A portal suddenly opened just below him.

.

"Everyone go!" Sedara shouted as she opened a portal. Victor blinked, then felt himself being towed along by the Falcon.

"As soon as we're through, dive to get out of the way of the powered fliers!" Falcon half-shouted as Victor regained his balance and started to run, his wings ready to be deployed. "It's going to be chaotic out there!"

Before Victor could respond, he was through the portal and falling. He feld Falcon push him away and used his wings to spin, checking that no-one was close enough to collide with him, then he spread his wings and soared into battle.

.

**The Surfer blinked as a portal of a type he had never encountered before suddenly formed above him and almost instantly began disgorging flying figures. The Power Cosmic flickered as he realized that he might actually be in trouble.**

**After all, beyond a certain point, quantity takes on a quality all of its own.**

**Pulling into a sharp loop, the Surfer dodged the first few attacks and shifted a portion of his power so that he could sense everything around him.**

**He needed to break free to fulfill his mission, but there were already a hundred fliers swarming him and more arriving by the second.**

**Time to deal with the main problem.**

.

Xanatos followed the Surfer'sgaze, then his eyes flashed back to the silvery energy forming around the being's fists. Realization dawned and he triggered the priority channel.

"Close the portal!" David shouted into his comm and the flow of fliers ended a brief second before the portal was hit by a blast fired from the Surfer. "Did she get the portal closed?"

" _Sedara's down!"_ Guardsman commed. _""Still alive, but the backlash of having her Portal disrupted like that knocked her out. Thanks for the warning, we managed to stop anyone else being caught in the effect, but any reinforcements will have to come the long way. We're redirecting them through the Hall of Doors as we speak."_

David nodded, then his HUD highlighted a trio of tech-enhanced fliers, two of whom had wings like he did. A few brief eye-twitches changed his comm-channels.

"Eagle, Falcon, Iron Man, this is Xanatos. The Surfer seems to be holding his own too well for my liking, but I have a plan…"

" _When don't you?"_ Tony Stark shot back. _"Okay, let's hear it."_

.

 **The natives were** _**exceedingly** _ **annoying. Although he had managed to create a field that de-powered any of the solar-boosted natives whose physical abilities were a severe threat to him, there were just so many different types of powers that even _he_ was having difficulty keeping track.**

**Some of them seemed to be powered purely from within while others used worn gems that blazed with energies that his enhanced vision could perceive, yet were in other-colors that he had never actually encountered before. Some used machines to slice through the air while a few soared on natural wings.**

**And all of them were trying to separate him from the source of his power. The fragment of Galactus which allowed his Master to always know where he was and which fed him the power he needed to create the beacon-pulse that would summon his Master so that he could sate his eternal hunger for even a short while.**

**But first, he would need to find a way to clear the skies…  
** … **or find skies that were clear.**

.

""Now!" Xanatos sent and Iron Man launched a spread of decoy rockets and flash-bangs at the Surfer, providing a distraction and cover. Xanatos powered through the short-lived wall of flame, aiming for the Surfer's head, only to be sent spinning through the air by a high-powered backhand.

"Abort!" He managed even as a pair of hands snagged him out of the skies, stabilizing him.

" _Falcon here, what happened?"_

"He saw me coming. The rockets did nothing." Xanatos growled.

" _He saw me, too."_ Victor replied. _"I barely dodged the blast he sent my way."_

David frowned. _How_ had the Surfer seen Bald Eagle? Victor had been aiming for his knees from behind…

Unless…

"All units, Surfer has full spherical vision." David sent as he re-activated his thrusters and nodded in gratitude to the Kryptonian who had caught him. "He has _no_ blind spots, repeat, _no_ blind spots!"

" _How the hell did the Surfer get the Byakugan?"_ Someone asked over the comm and David blinked in confusion.

What the heck was a Byakugan?

.

**He was going to have to try something new.**

**Pulling the Power Cosmic into a shroud around himself, the Surfer arrowed straight down.**

**The ground raced up towards him as he reshaped the shroud into a multi-edged cone before he flettened himself against his board and began to spin.**

.

"What… the… _fuck_?" Victor gasped as the Surfer shot downwards so fast that the sonic boom caused many of the fliers to tumble like leaved in a gale for a moment. Rather than pull out, the Surfer slammed into the ground, causing a massive cloud of dust to explode upwards, spreading out into a mushroom shape as it did so. "Did he just commit suicide?"

Bereft of their opponent, many of the fliers looped wide to avoid the dust cloud while others swooped down to approach the impact point. As Victor watched, Iron Man landed near the base of the dust cloud and knelt down so that he could place his hand against the ground.

" _I'm picking up vibrations consistent with tunneling."_ He reported after a long moment. _"I guess this means that he's still alive and we have to dig him out… wait. It's stopped."_

Victor entered a shallow, spiraling dive, barely noticing Falcon take up position beside him, almost wing-to-wing.

"Any idea what just happened?" Sam shouted.

"He created a hole…" Victor mused. "Reed, this is Toomes. How many holes does the Surfer need to create to finish his pattern?"

" _Finish his… ah. Oh dear."_

"That was the last hole, wasn't it?" Victor groaned.

.

**The hole was made and his improvisation hadn't failed him. It was at the perfect depth, the perfect width and within half a degree of the perfect angle.**

**Now all he had to do was to summon his Master, and none of the fliers seemed space-capable.**

**All he needed to do was gather his power, coat the lower half of the hole with a portion of it, push the rest behind him and…**

.

If the Surfer had descended fast, his ascent was even faster. Although Victor only saw him as a silver flash before the cyclone his passage had created hurled him out of control through the air, the sensors that Otto Octavius had spent days installing, adjusting and calibrating had managed to track him, reporting on his route (straight up) and his speed (mach 3.52).

The precision of the readouts was lost on Victor as he tried to avoid hitting the ground _or_ losing his dinner from the sudden turbulence.

"Fuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu….!"

.

"By Hawkin's Chair!" Reed Richards gasped. "Everyone, the Surfer is now above the atmosphere and his energy readings are spiking!"

" _Three ships are on approach and will have weapons lock in twenty seconds!"_ Zod's voice snapped.

"Too long!" Reed yelped as the readings on his screen rocketed upwards before the sensors burned out. "Whatever he's doing, he's just done it!"

.

**The Beacon Pulse had been sent. His Master was on his way and would feast once more.**

**The Surfer looked down at the planet below him, teaming with life, with life-force that would sustain the Mighty Galactus.**

**Once his Master arrived, the Surfer would begin his search anew.**

**Nothing was important to him, save fulfilling his task.**

**Nothing matte-** _**wait** _ **! What was/**

.

"Got him!" The tactical officer exulted. "The _Leonidas_ reports that it has got the board in its tractor beam. Pulling the Surfer into Cargo Bay two, security reports that they're ready to take him into captivity."

"Excellent work." The Captain commented. "Prepare to head back to Prime Base so that we can interrogate him and find out just what he thought he was doing."

"Course laid in." The helmsman said.

"Surfer is in the bay and doors are closed. _Leonidas_ reports that it is securing the Board."

The captain nodded. "Excellent. Take us out."

"Aye, sir!"

.

* * *

.

"We have a problem. A _big_ problem." Clark stated in a flat voice. "As you no doubt heard, I've activated the Omega protocols, Ragnarok variant. We need as much help as we can get. Bruce?"

Bruce Banner stood up and triggered the holo-display to show the Silver Surfer sat in a containment cell.

"We've been talking to the Silver Surfer and although he hasn't said much, we've been able to piece together what's heading our way.

"It's Galactus."

A large number of people in the meeting hall gasped or swore and the image changed.

"Galactus is an Entity which exists only partially in our time-space." Bruce continued as the hologram began to show various pictures of a tentacled cloud. "Like an iceberg, over ninety percent of it is… under the surface, so to speak."

"How do you know?" A voice called out and Bruce gave a mirthless smile.

"Good question. Kryptonian records, mainly, some of which were… _acquired_ from the Kree, the Skrull and the Shi'ar. The Asgardians were able to confirm some of it and provide details which helped to get closer to understanding the threat headed our way as well as some history.  
"Galactus is believed to pre-date the Big Bang. Don't ask how, because we don't know, but he is older than our universe. Although he regularly consumes entire planets, he is the lesser of two evils. Should he be destroyed, something _worse_ will come through."

"So, we can't kill it. What _can_ we do?" Otto Octavius asked.

"We can drive it off." Bruce supplied. "Rumor has it that three planets have managed that feat, the first being a place called Zenn-La."

"One of my fastest scout-ships in already on the way there to ask for aid." Zod stated from beside the stage. "Another is headed to Cybertron. The third known planet is too far away, even for a Kryptonian Hyperlight Drive, for one of our ships to get there and back in under three months. It'll be more useful in the evacuations."

"We're evacuating Earth." Bruce confirmed. "Governor-General Zod and his people have created temporary camps and already, several million people have been transferred to New Krypton with priority given to women and children. We're recruiting as many males as possible to help in the defenses, but they need training and we're not sure how long it will be before…"

Bruce trailed off as an alarm blared, then everyone staggered as a thought that was more than simple telepathy echoed across the solar system.

.


	23. Battle For Existence

" _We have Galactus on approach, incoming from thirty-degrees above the ecliptic, bearing one-zero-three anti-spinwards. Current speed point nine C but decelerating fast. Estimated zero-zero in lunar orbit, but on the far side from the moon in thirty minutes."_

Clark inhaled deeply, his air-mask providing him with air that he barely needed due to the effect that the unfiltered solar radiation was having on him. Around him, in a cloud that almost blocked the sun, floated over three million other Kryptonians, all of whom had volunteered for the battle, despite knowing that the hopes of success were almost non-existent.

Scattered amongst the Kryptonians were the ships of the Solar Defense Force, their golden hulls gleaming in the Earthlight. Fighters orbited them, some of them arcing out on trajectories designed to let them scan the incoming entity, trying to find any clues as to its weaknesses.

Although the force assembled would have caused any Admiral from the Shi'ar, Skrull and Kree Empires to urgently re-think their battle-plans, Clark knew deep inside that it would not be enough.

.

A pair of eyes opened, then closed briefly before opening once more. For a long moment, they stared blankly at the starscape.

.

"Surfer."

The Surfer looked at the one-eyed man curiously, but otherwise didn't move.

" **He is coming. I sense his presence."**

"He is." Nick Fury stated. "We know that we must not kill him. We know that it is possible to drive him off. How?"

" **I have only seen it done once before."** The Surfer mused. **"A being of power who dwelled inside a planet, one who matched my Master, whom my Master recognized. That being is not here. For the last thirty orbits of your world as you measure time, I have not sensed it."**

"What was the name of that world?" Fury pressed.

" **Cybertron."**

.

A fist smashed through the crystal barrier, shattering it with surprising silence. A second fist followed suit almost half a mile away, then a third even as the first figure launched itself out of its former confinement. Soon, over a dozen clouds of crystal shards were glinting in the light.

.

Talon landed with an expert backwing, then straightened up, looming over the suddenly-quiet crowd in front of the Xavier Institute.

"Listen up!" He half-shouted, the unusual timbre of his vocal cords giving his voice a growling undertone. "We _can_ get you to safety, but not if you try to rush! Form lines and only carry two cases each at most, backpacks included. If you have more, go to the left where you can leave the excess with your name on them. Hopefully, you'll get to come back to collect. Any questions? No. Good. Now, stay calm and you'll live. Let's get going!"

As the Generation-X members took over guiding the suddenly-obedient civilians, Talon glanced to where Wolverine was watching him with an odd smile.

"What?"

"Just thinking that Slim did better than he knew when he asked you to take over." Logan chuckled.

"…thanks?"

.

" _Sensor confirmation! Galactus has almost reached zero velocity, engage and drive him back!"_

Clark hurled himself forwards, the Kryptonian volunteers forming up behind him as he threw himself into battle. Ahead of him, the cloudy shape that was the portion of Galactus that existed inside the universe, seemed to expand as he accelerated towards it.

.

"There must be another way to stop him!" Fury half-shouted. "Zenn-La managed!"

" **That was the first planet I offered to my Master."** The Surfer stated calmly. **"He refused to sate his hunger on it as he had made a promise to spare it."**

"Who?" Fury pressed. "Who did he make the promise _to_?"

" **I do not know. He made the promise before my Awakening as his Herald."**

.

Clark punched through the tentacle that tried to wrap around him. The remains of the complex construction, neither organic, technological nor energy but a fusion of all three, seemed to float away as it disintegrated, only for another to take its place.

" _Strafing runs are having virtually no effect!"_

Clark grabbed a larger tentacle and pushed with all of his strength, trying to move Galactus away from the world he called Home, but the Entity didn't even twitch.

.

"Sir, we need to move!"

The President shook his head firmly, even though his eyes remained fixed on the protesters outside the White House grounds and the visible queues for the emergency Portals beyond them.

"I will go, but not yet." He said calmly, ignoring the _looks_ his Secret Service bodyguards were exchanging. "For now, I need to be here. America must know that its leader did not run."

.

"Let's try another way." Fury groaned. "You said that your master needs to feed. On what?"

" **Energy. The energy of a living planet can sate his hunger for a while."**

"What _sort_ of energy?"

.

" _Galactus' approach speed has been decreased by one point two percent!"_ The sensor officer reported. _"Estimated extra time before planetary contact, nine point two minutes."_

"Great." Clark muttered as he looped round to build up momentum for another strike against Galactus. "Over a million Kryptonians only buy ten minutes?"

.

" _My King, we are ready."_

T'Challa nodded. The cost of purchasing the dimensional-shifting technology from Doctor Doom have been high, almost a full percent of the remaining Vibranium Ore in Wakanda, but the devices had been installed and the planned destination scouted.

"Do it." He said firmly. "Take my people to safety."

Turning to look at the screen he had linked to the feed from one of the surveillance satellites, his eyes narrowed in satisfaction at the sight of the green of Wakanda changing shade.

Even if Earth was destroyed, Wakanda would live on.

Of course, now he had to file the damned paperwork for a Dome.

Even a world-ending crisis wouldn't prevent the pen-pushers from making their annoying demands.

.

"Reed, Otto, Mysterio, Victor, you all ready?"

The scientists on the various consoles nodded as a group of Agents brought the Surfer's Board into the lab. The silvery humanoid stared at it almost hungrily as it floated in the chamber designed to nullify its powers. A hissing of pressurised air announced the liberation of the Board and the Surfer reached out to take it, his skin rippling back to pure silver as he made contact.

"Alright." Fury said as he glared at the being who had led Galactus to Earth. "You have your board. Give us the demonstration we need and you'll be free so long as you stay out of the fight."

" **Very well."**

The scientists bent over their consoles as the Surfer held up his hands and summoned a sphere of energy into being.

.

The figures raced towards the distant speck, lit from behind. A micro-meteorite impacted one of the figures and shattered into a brief cloud of dust.

The figure's course didn't even waver.

.

" _Galactus' estimated time of intercept has been increased by five minutes."_

"Hold the line!" Clark ordered. "And remember, for every five more minutes we buy, half a million people get a chance to live!"

A shudder ran through Galactus and Clark threw himself back into the fight, punching and pushing with everything he had.

While there was no way that they were going to _win_ this battle, he would delay the end for as long as he could.

No matter what it cost him.

.

"We have the readings and we've come up with a way to create the energy we need." Reed reported. "However, there are two problems. The first is that we'll need to use the Krypton World Engine to do it, the second is that we need to get it into position and it takes quite a few Kryptonians to move since all the tugs are currently trying to hold back Galactus."

Fury didn't respond for a long moment, then he smiled.

"Gentlemen, I believe that the solution has just presented itself."

Reed flexed his neck to look t the entrance behind him where a shocked SHIELD agent was leading a group of Kryptonians in.

Kryptonians that he recognized.

"…but I attended your funerals!" Doom gasped, shock causing him to forgo his normal mode of speaking.

"Reports of our deaths were greatly exaggerated." Az-Lan snarked with a wide grin. "So, what's the problem?"

"…but how?" Reed whispered.

"Later!" Fury snapped. "We have a planet to save first! Let's move!"

"Where to?" Iph-Ro asked curiously.

.

**The Surfer flew out of the atmosphere, mentally marking the location of the planet he had been held on.**

**He would continue to scout out other worlds, since the natives were too much of a threat to him for now, but in several centuries time, they would have forgotten him and he could return to procure sustenance for his master.**

**A familiar sensation caught his attention and he adjusted course slightly.**

**Although he had given his word he would not interfere with the attempts of the natives to rail against their fate, he would watch and wait for his Master to sate his overwhelming hunger and, for a while, be able to truly think once more.**

.

"We need to hurry!" Otto barked as he used his tentacles to catapult himself into the control room even as the World Engine shifted.

"Fortunately, the secondary air-plants can take the remaining load." Reed said as he pulled himself to a second console and began entering commands with incredible speed, his arms flexing like whips as he manipulated the tactile-holoscreens.

"Entering the primary conversion algorithms now." Mysterio added.

"Doom is accessing the schematics of the World Engine in preparation for modifying the systems to generate the energy required."

"Let's hope this works." Otto grunted as sudden g-forces pushed him hard into his chair. "We have a lot of work to do, and not much time to do it in!"

"We will be ready." Doom promised.

.

" _Galactus is almost at the atmosphere! Repeat, Galactus is almost at the atmosphere!"_

Clark disengaged and fell back into the outer reaches of the atmosphere, moving out of Galactus' shadow. As the feeling of solar-induced recharging flooded his body, he looked up at the looming entity.

"Come on…" He muttered to himself. "Recharge _faster_!"

.

"So this is how the world ends." Talon quoted softly as he looked up at the darkened sky as he walked across the trampled grass into the Mansion. "Not with a bang, but with a whimper…"

.

"Mr President! It's time!"

The Agents crowded round their charge and chivied him towards the Portal.

.

**The Surfer drew to a halt and looked down as Galactus began to extend himself towards the holes that the Surfer had created, holes that would allow the Eternally Voracious to tap into the flows of life-energy and drain them…**

**What…**

**Was…**

_**That?** _

.

The World Engine floated above the upper reaches of the Sun, grav-lenses focusing thousands of square-miles worth of sunlight onto the receptors. The collected energy poured through the systems, being transmuted in the process, emerging from the top of the Engine as a near-solid beam of energy that lanced across the eight light-minutes between it and Galactus, impacting on the Entity.

.

.

Galactus froze, his tentacles hovering around the Earth, then he began to pull himself away, accelerating slowly but surely towards the source of his newfound nourishment.

Orbiting his master, the Surfer accompanied him, carefully avoiding the beam of power that lanced across space, power that had saved the planet behind them.

Power that felt exactly like that which he had demonstrated in exchange for his freedom.

.

" _Galactus has disengaged! I repeat, Galactus has disengaged! Earth is safe! Earth is safe!"_

.

"Thank god." Talon muttered as he sagged in relief in the doorway, then he turned round to look at the pile of suitcases awaiting their owners to reclaim them. "Of course, this is going to be a bloody nightmare to sort out…ow!"

"Language." May Parker scolded as she lowered her hand from delivering the dope-slap.

Talon rubbed the back of his head, then frowned down at the smaller woman. "Aren't you supposed to be on New Krypton with the others?"


	24. Neighbors

"You… died." Clark managed as he stared at the group who were grinning at him. "All of you… but… how?"

"Solar energy." Az-Lan supplied and Clark face-palmed hard enough to cause a small shockwave.

"The crystal coffins! The sunlight revived you!"

"We were _mostly_ dead." Tion-Gri supplied, his grin growing wider. "And remember, if someone is mostly dead, they are still slightly alive. Of course, if someone is _really_ dead, there's only one thing you can do."

"…I know I'm going to regret this." Clark muttered to himself. "Alright, what's that?"

"Go through his pockets and look for loose change!" Half the revived Kryptonian chorused before they all started laughing as Clark shook his head.

"I think that dying may have affected them." Zod said quietly from beside Clark. "Of course, having them back… I think that we will be declaring this day to be a holiday."

"Given that we stopped Galactus and saved Earth, I agree." Clark replied.

"Speaking of Galactus, my people are already setting the framework of our continued safety into place. I think you should take a look."

.

Clark stared at the sight before him. From the Golden Feather's observation deck, he could see the World Engine pumping out a beam of solid energy that lanced almost a light-minute through space before striking the semi-gaseous form of Galactus. Around the World Engine, a bustling of activity seemed to slowly flow outwards, leaving behind it the start of a skeletal form of what would eventually be (according to the plans being projected nearby) a ring-shaped space station several hundred kilometres across.

"Impressive, isn't it?" Zod asked as he and Ursa touched down just beside him. "We are not trying to duplicate the World Engine… not yet, at any rate, merely the portions of it which take in the solar energy and transform it into the beam that feeds Galactus."

"For which my Master is most grateful." Another voice stated and Clark half-turned as the Silver Surfer stepped up on his other side, his board floating just behind him as if tethered. "As long as the star burns and the energy flows, his eternal hunger shall be sated."

Clark nodded and looked back at the station. "All that just for a single energy system."

"Six, actually." Zod corrected him. "The idea is simple, each one will be able to match the World Engine for output, but by running them at a half of that power level, they will last far longer. With six, we can have two active, two ready to activate and two being repaired or upgraded, all on a rotating basis."

"So, it looks like we have a permanent guest." Clark said with a disbelieving chuckle. "And you are going to be his ambassador?"

"I am not." The Surfer stated. "Galactus has decided to restore the memories he took from me when I agreed to become his Herald in exchange for the sparing of Zenn-La. Once he has done so, I will depart once more, heading to Zenn-La to… What is it?"

"Zenn-La is here. Or… by Jupiter, at least." Zod said slowly. "Here, these are the planets that Brainiac digitized before we halted his rampage."

The Surfer took the pad and looked at it curiously. "Contraxia, Gunava, Huj, Yanth, Cybertron, Beta, Megan, Zenn-La… Zenn-la…"

"My people are still working on a way to reverse the process that Brainiac used." Zod supplied. "For now, we have them in a secure facility near Jupiter. I'm sorry. If it helps, once a place has been digitized, no time passes for those caught in the process."

"Then I will go and see if I can aid them." The Surfer declared before glancing at the distant, faintly-illuminated form of Galactus. "My Master has sent the one who will speak for him."

Clark followed the Surfer's gaze, quickly spotting the blue-clad figure in the purple helmet.

"What's her name?" He asked curiously.

.

"Thanks for coming."

Connor von Doom half-turned from his conversation with Isaiah to see Clark entering the meeting hall with someone he had never seen before. The woman in question stood almost seven feet tall and was dressed in a skintight blue outfit which contrasted with the purple helmet that she wore. Only her eyes and mouth were visible, the rest of her skin was concealed by her uniform.

"Wow, these are the Protectors?" She asked and Clark nodded.

"They are. Patriot, Guardsman, Gatekeeper, Lady Briton, Black Panther and Morph. Once we have figured out how to de-digitize Zenn-La, the Surfer has expressed an interest in joining our ranks."

Several Protectors nodded slowly as they thought about the power levels the Silver Surfer had displayed.

"Galacta is going to act as her father's emissary to Earth, New Krypton, the Asgardian realms and, should we succeed in restoring them, the seventeen worlds stolen by Brainiac. However, she has agreed to become the first Reservist of the Protectors, meaning that should we hit a problem that is more than we can cope with, Galacta will give us whatever help she can. Since she wields the Power Cosmic to a level even greater than the Silver Surfer, that will be a _lot_ of aid."

"First, I'll be helping to restore the worlds that this… Brainiac? …that this Brainiac claimed for his collection." Galacta chirped with a wide smile. "It'll be interesting, touring multiple planets in the same solar system, the memories my Father gave me indicate that he has never come across more then three habitable worlds in one system before, so for there to be _nineteen_ …"

"It's going to get complicated." Clark sighed. "I think that we're going to have to increase the size of the team quite a bit. Not to mention creating a whole new set of Halls of Doors and cross-link them… I can see the headaches approaching…"

"You think you have it bad?" Zod asked as he entered the room. "We're going to have to create an entirely new governmental level to keep things under control. Some sort of Grand Council or something…"

"And it's almost certain that _you_ will be the representative from New Krypton." Clark pointed out, causing Zod to scowl.

"There'll be _nineteen_ of us on the council! _Nineteen_! Any group larger than twelve will become unable to govern efficiently! It's a law of nature!"

"It'll be more than that. Asgard and the other worlds?" You'll have an Asgardian _and_ a Frost Giant… and maybe even an elf." Clark started to chuckle and Zod glared at him.

"You know that the people of Earth will probably choose _you_ as their representative."

Clark's laughter died as if a stasis field had snapped into existence.

"I do _not_ wish for a promotion at this time." T'Challa grumbled.

"Maybe I could suggest someone else…" Clark mused. "I mean, Xanatos is well-suited to the role…"

"…that he is." Zod allowed. "That he is…"

.

* * *

.

Clark flopped into the sofa beside Mystique, who promptly shifted position so that she could snuggle up against him.

"Another long day?" She asked curiously and Clark nodded slowly.

"Zod's starting to put the framework of the Grand Council together." He sighed. "I've been going to all of the non-hostile Ygdrassil dimensions… and to Asgard itself, in order to set in motion the process for choosing their own representative for the Council. Asgard was the easiest, Odin decided that Thor should be his representative as training for when Odin finally retires and Thor takes over. Of course, that'll cut down on his time with the Avengers, so he's assigned Thor's best friend Baldur to help cover for him. Jotunheim agreed to drop its low-grade war with Asgard in exchange for membership, the elves of Alfheim are debating which one of their own to send while the people of Vanaheim are in consultation with Asgard due to how close the two realms are… they've been intermarrying for centuries but never actually merged due to astro-geographic reasons. The Dwarves of Nidavellir are holding clan meetings to choose their emissary, I had to suggest that they chose one _not_ of a clan in order to avoid the appearance of favoring one clan over another. All in all, it's been quite exhausting."

Raven _hmmmm_ 'd comfortingly as she tightened her hug on her husband. After a few moments, she lifted her head to look at him and giggled, before lowering her head back down onto his chest.

"Ah, Raven." Eric said from the door. "I was… going to come back later."

Raven watched him close the door as quietly as he could, but the steady beat of Clark's heart showed that his sleep hadn't been disturbed by the interruption.

.

"I woudn't go in there." Eric said to Chris and Laura. "Your father's obviously had a long day and he needs his rest.

"Okay." Chris sighed as he let Laura pull him back down to ground level. "Um, in that case, we'll ask you. Static asked if we wanted to join in with a training day with the Teen Titans. They're trying to cross-train with as many people as possible."

"…I see nothing wrong with that." Eric mused. "However, I will ask that Storm accompanies you as a responsible adult."

"I can be responsible." Chris half-whined, only for Laura to sigh and gently dope-slap him.

"You not adult yet." She pointed out.

"…okay. Good point." Chris sighed. "Come on, let's find Miss Munroe!"

Eric smiled as he watched the duo run off.

"I sometimes wonder if I was that young." Talon commented from a nearby door.

"I never was." Eric sighed. "I never was…"

.

* * *

.

" _...headline story tonight, Sol system defended!"_

" _That's right, Mark. Speaking for her father, the cosmic entity known as Galactus, Galacta had this to say."_

"For centuries, my Father's hunger has led to many planets being destroyed due to its overwhelming nature. The natives of the Sol System have managed to find a way to ensure that my Father is now sated and will continue to be so, for so long as the soon-to-be activated Ring Station functions.  
"In gratitude for the action that has halted his interstellar rampage and restored his mind and power, my Father has vowed to protect the worlds of this system, both those in this time-space and those in the attached sub-dimensions, against any external threats."

" _In addition to this incredible story, New Krypton News has received information suggesting that the Silver Surfer, now going by the name of Norrin Rad, will soon be joining the ranks of the Protectors, the superhero team that is led by Clark Kent himself."_

" _Indeed he is, Vicky, and with the power of the Silver Surfer in the Protectors and Galactus guarding against external threats, it would seem that the future is going to be very safe indeed…"_

_._

" **well, bastion, what do you make of this?"**

"Interesting." Zola replied as he looked around at the grey world that both beings had managed to reach. "My internal scanners indicate that the laws of physics may be very slightly different here."

" **my scanners detect movement."**

"I see it too." Zola said as he transformed into his silvery mode. "My scanners have it… shape is human, but the internal readings… aren't."

Both enhanced beings waited as the distant figure approached and soon it stopped barely five paces from them and the portal just behind them.

"Who… are… you?" It finally managed to ask in a rasping voice.

" **i am MODOK, one of the leaders of Hydra."**

"I am Bastion, likewise."

The entity stared at them through dead eyes and Zola mentally noted the absence of any breathing. Finally, the being spoke.

"We… are Hive."

Zola inhaled sharply and Modok half-turned to give him a quizzical look.

"The Red Skull told me about a being called Hive, the one who led Hydra centuries ago, but who was trapped on another world. If this is him…"

"… **then** _ **all**_ **of Hydra's factions will unite once more and we shall be able to set in motion new plans that will in time allow us to claim first the Earth, then the entire solar system…"**

"…and then the universe, even if it takes decades to set the plans in motion." Zola finished with a grin before turning back to the third figure. "Of course, you need to prove that you are whom you say you are. Show us your true form."

The figure didn't respond verbally, but his skin darkened as tentacles started to replace his hair.

"…hail hydra…" Zola whispered almost reverently.


	25. The Return

The blur of trans-light seemed to shatter and at the helm of the multi-kilometre vessel, Scott Summers quickly scanned the readouts.

"Location confirmed, Sol system." He reported, then he frowned. "However… it would appear that there have been some changes in the last four months…"

"Such as?" Xavier prompted from his command chair located be Lillandra's Presence Throne.

"They've managed to un-shrink all the planets." Scott stated as he triggered a holo-display that showed the nineteen worlds sharing the same orbit in a manner similar to beads on a string. "However, there's _something_ at steller North that I don't recognise."

The holo-display zoomed in on the beam of light being fired from a ring-shaped station, following it upwards until it vanished into a roiling cloud.

"…Galactus…" Lillandra gasped. " _That_ is Galactus!"

"… _Just_ as I was feeling grateful that we had managed to shift the Phoenix from my soul into the Crystal." Jean Grey groaned from the observation balcony above the bridge floor. "This would have been a perfect time to unleash its power."

"Incoming challenge from Sol Station Prime." the communications tech noted. "And there is a vessel on intercept course, coming in at six times our maximum sublight speed."

"Tell them who we are." Lillandra ordered quickly. "And give us visual on the incoming craft."

"Looks like a Javelin." Scott commented as he glanced at the image. "An upgraded one, has parts I've never seen before."

"Message from the incoming craft, it's someone called Guardsman."

"Ah, young Connor von Doom." Charles said in recognition.

"Directing incoming craft to main landing bay."

"My beloved, perhaps we should go and reassure our visitor that we did indeed succeed." Charles suggested as he rose from his chair, offering his arm to Lillandra. "And maybe find out just what has happened in our absence."

"An excellent idea, My Consort." Lillandra agreed.

.

Lillandra and Xavier stepped out into the landing bay just in time to see the gunmetal-grey craft glide to a halt above the deck, extending its landing gear before setting down lightly. A ramp extended from its fuselage and Connor strode down, his eyes quickly locating them.

"Welcome back, Majestrix Lillandra, Doctor Xavier." He said, earning a raised eyebrow.

"How did you know we succeeded?" Charles asked curiously and Connor waved at the bay that they were in.

"Ship this size? Huge viewing ports spanning multiple decks instead of thick armor plating? Giant hangars? No signs of any weapons damage? Had to be official. The sigil of the Shi'ar throneworld on the prow was the final giveaway. I assume that you wish to meet with the Grand Council?"

"The what?" Charles and Lillandra chorused.

"We've made some changes… and are in the process of expanding the Protectors." Connor explained. "I have a Gate with me, let me pull it out."

Connor vanished back up the ramp as Charles and Lillandra exchanged confused looks, then he reappeared holding a door-sized container.

"Okay, big guy." He called over his shoulder. "I'll lead them through here. Thanks for bringing me and I'll see you back at base."

The Javelin closed up and lifted into the air, rotating smoothly before accelerating out of the bay and back towards Earth, dwindling into a speck of light incredibly fast.

"Let me set this up, then while the big guy sends word back and gets things started, Martha can give you a welcome-home meal."

"I have missed her cooking." Charles admitted.

"As have I." Lillandra added. "I wonder if I could hire her for my own staff?"

"We may need Cyclops and the others to help give the report." Connor interjected. "If you could call them, please?"

"Of course." Charles agreed, raising one hand to his head to help him focus.

.

"Where are we going?" Charles asked as Connor led the group to an obviously-new platform holding a single Gate.

"To the Grand Council." Connor explained as they stepped through the Gate and found themselves in a second, larger Hall of Doors. "It's this way."

Looking round in curiosity, the group followed Connor past a group of armored guardsmen of multiple races and through a very large Gate into a giant hall. Even as they entered, the Javelin that Connor had arrived at the flagship in was landing, the giant doors behind it slowly closing.

"You made good time!" Connor called, then he half-turned. "We're still recruiting, but for now, meet the Grand Council. You already know Council Leader Zod of New Krypton, next to him is…"

Charles let his mind wander as he looked around the gigantic hall, relying on his trained memory to absorb the introductions of the various Councillors and their planets of origin, then Connor's words broke through his reverie.

"… and last but most definitely not least, Optimus Prime of Cybertron."

Charles blinked, looking at the six-wheeled transport vehicle that Connor had just pointed to, a vehicle parked close to the Javelin.

"He's… _in_ the truck?"

" **In a manner of speaking, that is true."** A deep voice filled with amusement said, then the truck's outer shell seemed to crack. As Charles watched in shock, the truck transformed into a giant metal humanoid.

"…that's different." Scott muttered from behind him and Charles nodded in stunned agreement. An instant later, a similar transformation occurred with the Javelin and within seconds, two giant humanoids stood facing them.

"Meet one of the newest members of the Protectors." Connor grinned, waving at the giant who had been a spaceplane until a few seconds ago. "Megatronus."

Purple eyes took in the stunned expressions of the newcomers and metal lips quirked into a slight smirk.

" **I see they are overcome by my magnificence."**

"You are quite imposing for a humanoid." A new voice agreed and Charles' eyes widened as a metallic humanoid balancing on a flying board circled round Megatronus.

"And this is Norrin Radd, the Silver Surfer, also part of the Protectors." Connor supplied.

"…what did we miss, exactly?"

.

* * *

.

"That is quite a story." Charles admitted as he accepted a small whiskey. "I'm impressed."

"It was quite… _interesting_." Eric admitted, earning an amused glance from Charles. "But enough about us, how did your mission go?"

"It was a success, although we came very close to losing on a couple of occasions." Lillandra admitted. "Several of those who chose to come with us lost their lives in combat, we brought them back with us for honorable burial."

"They gave their lives valiantly, like the Fourteen." Charles intoned, then he blinked. "Okay, I just sensed quite a bit of humor there. What happened?"

"We didn't mention that?" Clark asked, then he face-palmed. "Um, okay. The sun pulled a Lazarus on them. They returned just in time to haul the World Engine to where we needed it."

Charles looked blankly at Clark for a long moment, then shook his head.

"I… I'm glad to hear that the Fourteen are back, but… well…"

"I know." Raven said softly. "Part of you is now thinking _why should they get a second chance when those who followed me did not_."

"I thought _I_ was the telepath here." Charles half-joked, then he sighed. "But yes. It's wrong of me…"

"But very human." Eric confirmed, causing Charles to look at him in shock. "What?"

"When you said _human_ , there was no… anger… disdain?" Charles said slowly.

"Blame May and Martha." Eric said with a wry smile. "Do you honestly think that any trace of my former attitude could survive being in proximity to two such formidable ladies?"

"Very true." Charles admitted while Lillandra just about managed not to laugh. "Very true."

"We're still having issues with two of the new worlds." Clark sighed. "Apparently the worlds Beta and Megan were at war with each other before Brainiac snatched them and they tried to resume it once we freed them. I had to call in almost a million Kryptonians and several thousand Cybertronians to enforce the cease-fire between them and until they sign a peace agreement and manage to keep it for at least a year, they won't be allowed to have representatives on the Council or send applicants to join any of the other Super-teams. Fortunately, were were able to dismantle their war-fleets and make it quite clear that they wouldn't be allowed to try and build new ones."

"The Shi'ar have experience with situations like that. In fact, it is part of our culture and one of the foundations of our religion." Lillandra offered. "Perhaps I can send a few of our diplomats to help you develop your own methods."

"That would be appreciated." Clark agreed. "Thank you."

.

"this gets worse and worse." Zola growled as he scrolled through the assembled reports. "A Council to co-ordinate the actions of nineteen worlds _plus_ several adjacent sub-dimensions, multiple law structures being carefully re-vamped towards greater homogeneity, increased combat applications of the Solar Defense Fleet with the inclusions of cybernetic sentients, an alliance with one of the three galaxy-spanning empires… a special archway donated by Black Ink that detects those with traitorous intentions... it is getting difficult to see how we can take our rightful place without a truly massive military to help us."

" **we are in a different reality."** Modok pointed out from where he was interfaced with the communication systems, directing the rebuilding of the shattered city ruins. **"we have an entire universe to seize the resources we require from."**

"As long as we can keep that damned Hive from killing our greatest assets." Zola growled, glancing at the doorway though which the entity in question had departed through half an hour previously. "How are we meant to rebuild our elite forces if that damned monster keeps consuming them to _improve_ itself?"

" **there is a stasis tube in my possession…"**

Zola's face slowly creased into a grin wider than that which any human could have duplicated.

"I like the way you think…"

.

* * *

.

"Clark, we have a new contact." Guardsman said, leading a small group of obvious metahumans into the office where Clark was wrestling with the never-ending paperwork. "Everyone, this is Clark Kent, also known as Superman."

"Contact?"

Clark looked curiously at the new arrivals. Their leader was a red-armored man with hair fully silvered by age and beside him stood a robed female elf. An armored dwarf and a giant feline humanoid flanked them.

"Greetings." The elderly man said with a slight smile. "My name is David Richardson, Firelord of the Imperial States of America, based in the Gemini realities. It is quite amusing to us that you designate this reality as Alpha, we don't have that designation in _our_ reality-cluster.

Clark stared at him before switching off his screens to allow him to give his visitor his full attention.

"Please, be seated. Who are your friends?"

"Clark Kent, be known to my fiancee Eladrial, my chief bodyguard Kjiska and my tactical advisor Wulfric Axrider. Kraagha was too big to accompany us, so he's watching over the gate."

Clark raised an eyebrow then a one-way holoscreen briefly appeared, showing him a view of a serpentine dragon lying half-coiled around the Portal.

"We are here on behalf of Emperor Arrarch on a mission of peace…" David continued and Clark leaned back slightly in his chair, using his vision and super-hearing to keep track of any signs that David might be trying to shade the truth or even lie outright.

Most of his attention, though, was focused on pondering the ramifications of encountering a polity that was spread through more dimensions than the Moonbase had domes for.

The only thing he knew for certain was that the future was going to change once again.

**Notes for the Chapter:**

> Yep, this is it for the Institute Saga. No more, all done, reached the point I had in mind when I started the first story and it is now opened up to anyone who wishes to do a crossover with it.
> 
> I've purposefully not tied up all the loose ends and have even left in several multi-century threats because in real life, events never quite end and a paradise for one person is hell for another.
> 
> As for the last bit, David Richardson and his team are from a story I wrote ages ago called [Reality Bridge](https://archiveofourown.org/works/27667126/chapters/67703296). It's actually one of my original stories, which is why so many of you haven't heard of it.
> 
> Thanks for reading and I hope it didn't disappoint too badly. Stories with many characters are very hard for me to write.


End file.
